ment of State

C 20520

Fighting Global Corruption:

Business Risk Management

Information for Global Businesses & Organizations on

Navigating the International Anticorruption Environment

2001– 2003
Cover design developed by Theresa M. Markiw, Bureau of Public Affairs, 

U.S. Department of State.
FIGHTING GLOBAL CORRUPTIO

BUSINESS RISK MANAGEMENT

Information for Global Businesses & Organizatio

Navigating the International Anticorruption Enviro

2001– 2003

i
U.S. DEPARTMENT OF STATE

In consultation and cooperation with the

U.S. DEPARTMENT OF COMMERCE

U.S. DEPARTMENT OF JUSTICE

U.S. DEPARTMENT OF THE TREASURY

U.S. OFFICE OF GOVERNMENT ETHICS

U.S. AGENCY FOR INTERNATIONAL DEVELOPMEN

Released May 2001

(Second Edition)

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Fighting Global Corruption — Business Risk Management
A MESSAGE FROM SECRETARY OF STATE 

COLIN L. POWELL

In implementing the President’s vision for a robust and responsible fo

policy grounded in democratic values of freedom and market econom

all forms of corruption must be addressed. 

Corruption results from a variety of economic, institutional, political, 

and historical factors. It flourishes when democratic institutions are w

are not enforced, political will is lacking, and when citizens and the m

not allowed to be partners in democracy. Corruption and unethical b

by public officials are serious threats to basic principles of democratic

government, undermine public confidence in democracy and threaten 

of law. 

Since the enactment of the Foreign Corrupt Practices Act of 1977, th

States has provided indispensable leadership so that business enterpris

compete fairly in the global economy. Today, rule of law and anticorr

initiatives are key foreign policy elements that promote integrity and

confidence in both government institutions and in the global marketp

As we enter the 21st Century, more people throughout the world are 

the notion that corruption is inevitable. Success depends on impartia

democratic institutions, open elections, and an unfettered access to

information. Success also requires leadership by the private sector and 

participation by citizens. Promoting integrity in government and the

marketplace improves the global governance climate, nurtures long-te

growth, and extends the benefits of prosperity to all people. 

As Secretary of State, I am committed to fostering new synergies betw

economic goals and social progress in our foreign policy. This includ

working with governments and enlisting the support of the private sec

non-governmental organizations in public-private partnerships to find 

to the common challenges in our fight against corruption. We welcom

continued engagement and support of governments, business and civi

working together toward these important goals.

Colin L. Powell 

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Fighting Global Corruption — Business Risk Management
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Fighting Global Corruption — Business Risk Management

ACKNOWLEDGEMENTS

The drafting, preparation, and organization of this 

brochure necessarily involved the collective efforts of a

very large number of dedicated people from government 

and the private sector.

I am particularly grateful to the National Security

Council (NSC) and officials comprising the U.S.

Government interagency working group on international

anticorruption initiatives for their expertise and

assistance in making this endeavor a reality. I am also

profoundly appreciative of the important contributions

made by private sector leaders in the fields of law,

business, ethics, and accounting to review and comment

at various points in the developmental process of this

public diplomacy document. No doubt, their talents

and guidance have made this brochure an extremely

practical and useful resource.

Finally, I would like to express my deep appreciation to

David M. Luna, Special Advisor, Bureau for

International Narcotics and Law Enforcement Affairs,

U.S. Department of State, Kim Tuminaro, Financial

Economist, Bureau of Economic and Business Affairs,

U.S. Department of State, Kathryn Nickerson, AttorneyAdviser, Office of the Chief Counsel for International

Commerce, U.S. Department of Commerce, Thomas O.

Barlow, International Trade Administration, U.S.

Department of Commerce, Stevan E. Bunnell, Counsel

to the Assistant Attorney General, Criminal Division,

U.S. Department of Justice, and Philip Urofsky, Trial

Attorney, Fraud Section, Criminal Division, U.S.

Department of Justice, for their vision, diligence, and

tireless devotion to the success and completion of this

initiative. 

Rand Beers

Assistant Secretary of State

For International Narcotics and

Law Enforcement Affairs
“Sharpen Your Competitiveness.”

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Fighting Global Corruption — Business Risk Management
FIGHTING GLOBAL CORRUPTION:

BUSINESS RISK MANAGEMENT*

“Sharpen Your Competitiveness.” 

CONTENTS

Corruption: Why It Matters...............................................................

Developing an Anticorruption Strategy:

Detection and Prevention Measures for Businesses .............................

General Elements of An Effective Corporate Compliance Program ...

Accountability — Good Governance Is Good for Businesses and 

Governments .....................................................................................

Recognizing and Making Anticorruption Issues Part of the 

Business-Government Dialogue .........................................................

Promoting Good Business Practices in Transitional Economies .........

U.S. Efforts to Combat Global Corruption: 

Leveling the Playing Field...................................................................

Key Goals of U.S. International Anticorruption Policy.......................

The Emerging Global Anticorruption Environment...........................

International Financial Institutions, International Organizations, and 

Non-Governmental Organizations .....................................................

The Role of Civil Society ...................................................................

The Road Ahead: Corruption and Good Governance .......................

Reporting Corruption .......................................................................

APPENDICES

Appendix A: Foreign Corrupt Practices Act - Antibribery Provisions. 

(U.S. Department of Justice and U.S. Department of Co

Appendix B: Websites Relevant to the FCPA, Anticorruption, Ethics

Transparency, and Corporate Compliance Programs.

Appendix C: Guiding Principles For Fighting Corruption and Safegu

Integrity Among Justice and Security Officials.

Appendix D: Bibliography and Recommendations for Further Readin

* This brochure is intended to provide a general description of corpo

compliance programs, the U.S. Foreign Corrupt Practices Act (FCPA

emerging global anticorruption frameworks. It is not intended to sub

the advice of legal counsel on specific issues related to the FCPA. Mo

material in this brochure is not intended to set forth the present enfo

intentions of the U.S. Department of Justice, the U.S. Securities and 

Commission (SEC), or any other U.S. government agency with respe

particular fact situations.

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“An ounce of prevention is worth a pound of c

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“An ounce of prevention is worth a pound of cure.”

CORRUPTION: WHY IT MATTERS

Increasingly, in many parts of the world, companies and governmen

have recognized that corruption raises the costs and risks for doing 

Both sectors are working together to combat this problem and to en

governance and transparency in global economies.

Corruption has a corrosive impact on both market opportunities ov

the broader business climate. It also deters foreign investment, stifl

economic growth and sustainable development, distorts prices, and

undermines legal and judicial systems. More specifically, corruption 

problem in international business transactions, economic developme

projects, and government procurement activities.

From early 1994 through early 2001, the United States Governmen

of significant allegations of bribery by foreign firms in over 400 com

for international contracts valued at $200 billion. The practice is glo

scope, with firms from over 50 countries implicated in offering brib

contracts in over 100 buyer countries during the seven-year period. 

As a result of this problem, and to obtain a competitive advantage i

global markets of the 21st Century, a growing number of businesses 

taking proactive steps to detect and prevent corruption. 

DEVELOPING AN ANTICORRUPTION STRATEGY

DETECTION AND PREVENTION MEASURES 

FOR BUSINESSES

Since 1977, U.S. law has prohibited offers, promises, or payments t

foreign officials, political parties, political officials, and candidates t

secure business. A company running afoul of the Foreign Corrupt 

Practices Act (FCPA), or recently enacted anticorruption laws of oth

countries, may subject itself to criminal charges and substantial fine

Companies in these situations may also face loss of financing and in

from national or international institutions and debarment from 

public contracting. Companies committing FCPA violations may a

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Fighting Global Corruption — Business Risk Management
sustain damage to their reputations and their ability to compete for

international business. See Appendix A for more information on the 

FCPA - Antibribery Provisions.

Developing a comprehensive “anticorruption” compliance program a

part of your company’s standard business practice — and that of yo

foreign subsidiaries — may limit your company’s risk and help avoid 

potential costs. An anticorruption compliance strategy can also help 

protect your company’s reputation, minimize its liability, and maint

long-term viability.

Not all companies’ needs are the same. A compliance program shou

be tailored to fit your company’s needs and circumstances (e.g., the 

of management structure and size of company).

GENERAL ELEMENTS OF AN 

EFFECTIVE CORPORATE COMPLIANCE PROGRAM

An effective corporate compliance program is one that ultimately yield

intended results: education, detection, and deterrence.

In structuring your corporate compliance program, you may want to 

consider the following general elements typically found in successful

compliance programs. 

• Full support of upper management. It is crucial that all of 

elements of your company’s corporate compliance program 

receive the full support of upper management. 

◊ The corporate compliance program must be enforced 

at all levels within the company. 

◊ If upper level management does not take efforts to 

combat corruption seriously, then neither will 

employees.

• Establish and adhere to a written corporate code of condu

Corporate directors, officers, employees, and agents put 

themselves at risk of incurring criminal or civil liability when 

they do not adhere to the FCPA or similar anticorruption law

other countries. 

◊ A corporate code of conduct generally consists of a 

clearly written set of legal and ethical guidelines for 

employees to follow. 

◊ A comprehensive and clearly articulated code of conduct 

— as well as clear policies and procedures relative to 

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seeking guidance and making disclosures — may reduce 

the likelihood of actionable misconduct by your 

employees. 

◊ It is important that a company’s code of conduct be 

distributed to everyone in the company and, if necessary, 

translated into the languages of the countries abroad 

where your company operates.

◊ Finally, developing a code of conduct should not be the 

final act. The code must be effectively implemented and 

enforced at all times.

• Establish an organizational compliance structure. A 

compliance program may be run by one person or a team of

compliance or ethics officers, depending on the size of your 

business. 

◊ Implementation and responsibility for a corporate 

compliance program by high-level management 

employees are vital for accountability. 

◊ Corporate compliance officers and committees can play 

key roles in drafting codes of conduct and educating and 

training employees on compliance procedures. 

Committee compliance members may include senior 

vice presidents for marketing and sales, auditing, 

operations, human resources, and other key offices.

◊ Past experience has shown that empowering compliance 

officers with access to senior members of management 

and with the capacity to influence overall company 

policy on integrity issues can be of utmost importance.

• Provide anticorruption training and education seminars.

The overall success of a compliance program depends on 

promoting legal and ethics training at every level of the 

company. 

◊ Regular ethics and compliance training programs should 

be held for all company employees, including board 

members and senior management officials. 

◊ Compliance programs should educate employees at all 

levels of the company about the FCPA and, when 

necessary, other countries’ anticorruption laws.

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◊ More specific legal and ethical training may be 

necessary for employees in high-risk areas. 

◊ A company should also take reasonable measures to 

communicate its values and procedures in an open 

environment to encourage participation and feedback. 

◊ Employees should be informed as to whom they should 

contact to report violations or ask questions.

◊ Training materials which are both interactive and cost 

effective can help build employee support for a 

compliance program. 

◊ Most importantly, compliance issues should not be 

limited to training classes and the compliance team: 

compliance should be stressed as an integral part of the 

company’s way of doing business.

• Undertake due diligence. Conducting prompt and thoroug

due diligence reviews is vital for ensuring that a compliance 

program is efficient and effective. Due diligence reviews are a

key for preventing potential harm to the company’s reputatio

◊ Self-monitoring, monitoring of suppliers, and reports to 

the Board of Directors are all good tools for ensuring 

that a compliance program is being followed.

◊ Moreover, from vetting new hires, agents, or business 

partners to assessing risks in international business 

dealings (e.g., mergers, acquisitions, or joint ventures), 

due diligence reviews can uncover questionable conduct 

and limit liability.

• Auditing and internal accounting controls. Auditing and 

monitoring of systems of internal accounting controls contrib

toward building an effective compliance program by the early

detection of inaccuracies and misconduct (e.g., bribery, fraud

other corporate malfeasance). Financial disclosure and reporti

should be an integral part of a company’s internal accounting 

controls.

◊ Companies should have a clear and concise accounting 

policy that prohibits off-the-books accounts or 

inadequately identified transactions.

◊ Companies should monitor their accounts for 

inaccuracies and for ambiguous or deceptive 

bookkeeping entries that may disguise illegal bribery 

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payments made by or on behalf of a company. The 

FCPA requires compliance with various accounting and 

record-keeping provisions. See Appendix A for more 

information on the FCPA-Antibribery Provisions.

• Compliance mechanisms. Enforcement of a company’s cod

conduct is critical. Compliance officers should be accessible 

that employees will feel comfortable discussing any of their 

compliance questions or concerns. 

◊ Creating reporting mechanisms with adequate policies on 

confidentiality and non-retaliation as well as other 

safeguards related to reporting is extremely important.

◊ Whistleblowing protections, suggestion boxes, or “Helplines” facilitate detection and reporting of questionable 

conduct. 

“I think I may have made a mistake.”

An effective and non-threatening environment that

encourages reporting and questions is important to

assist employees and agents (especially those in the

field) when confronted with questionable situations. 

◊ Companies should provide guidance to assist employees 

and agents on how to cope with and resolve difficult 

situations. Such counseling not only protects the person 

in the field, it also protects the company.

• Discipline. A company should ensure that all employees 

understand that failure to comply with its compliance policy 

procedures will result in disciplinary action, ranging from mi

sanctions to more severe punishment, including termination 

employment. 

◊ In instances of non-compliance, a company should take 

the necessary preventive steps to ensure that the 

questionable conduct does not recur in the future.

The measures listed above are general elements for developin

anticorruption corporate compliance program. Note that comp

programs’ emphasis on specific elements will vary from one comp

another depending on the particular risks engendered by the com

business (e.g., antitrust, healthcare fraud, or environmental issues). 

You should seek the advice of legal counsel to learn more about what k

corporate compliance program is most appropriate for your business.

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ACCOUNTABILITY — GOOD GOVERNANCE IS GO

FOR BUSINESSES AND GOVERNMENTS

“A responsible corporate citizen is also a citizen in the democratic pro

The emphasis on good governance is timely. Globalization has put a 

premium on developing the incentives and adjustments necessary 

to attract investments and capital in foreign markets.

“Accountability, transparency, disclosure,

protection of shareholders’ rights and

building long-term value are the core 

values of good corporate governance. 

These values are also the pillars of a 

functioning market economy.”

You are the most effective advocate in the fight against corruption 

because you play a part in controlling jobs and investment in the glob

economy. 

Good corporate governance procedures provide fair, reliable, and 

transparent rules that foster trust and confidence for doing business. 

corporate citizens, businesspeople are members of and leaders in their

communities. Your efforts to establish and adhere to corporate codes 

conduct and personal ethical standards have a beneficial effect that 

ripples through the community. By working with governments and c

society to promote good governance in global economies, your compa

will help foster a synergy between economic goals and social progress.

Good governance principles for governments, such as those listed on 

page 9, also benefit their economies. Good governance reduces marke

volatility, encourages foreign direct investment and capital inflows, 

promotes sustainable economic growth, and produces a more equitabl

distribution of resources to the people (“fruits of development”).

While it is increasingly clear that corporate governance and sound 

business practices are generally good for business, good governance 

practices by governments also enhance the integrity of the markets an

promote the integration of economies into the global trading system.

Thus, governments and businesses alike have a mutual interest in 

working together to strengthen public-private governance practices th

promote and reward efficiency, innovation, and openness. Moreover, 

public and corporate governance principles are also important in 

nurturing the investment climate and building a more democratic rul

law-based society.

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RECOGNIZING AND MAKING ANTICORRUPTION I

PART OF THE BUSINESS-GOVERNMENT DIALOG

“Think Globally, Act Locally.”

As you conduct your business overseas, or if you are considering 

entering a new foreign market, let foreign government officials and 

business partners know that anticorruption and good governance pol

will help their economy — and your company — sustain long-term g

Government policies, such as the following, that emphasize 

transparency, due process, and accountability, make for a strong 

anticorruption regime:

• Commercial codes that provide protection for international 

contracts as well as effective dispute settlement and arbitratio

methods.

• Law enforcement and judicial procedures that promote due 

process and the rule of law.

• Independent systems to promote and ensure the integrity and

efficiency of governmental agencies.

• Civil service reforms and competitive wages for government

employees.

• Integrity of capital markets and financial disclosure on the 

issuance of securities. 

• Predictable and transparent administrative and bidding proce

in areas such as procurement and privatization.

• Improved and standardized public accounting, auditing, and

management systems.

• Effective bankruptcy and insolvency laws.

• Limits on discretionary authority for officials who perform 

inspections or audits, oversee procurement, grant licenses and 

permits, or provide final approval for contracts or projects.

• Oversight mechanisms and appellate remedies to challenge 

arbitrary or unlawful actions.

• Protection for whistleblowers and the media.

• Disclosure of and access to public records and information.

• Encouragement of civil society’s participation in implementin

these policies and anticorruption efforts.

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PROMOTING GOOD BUSINESS PRACTICES 

IN TRANSITIONAL ECONOMIES

One way to achieve increased participation of the private sector in 

fight against corruption is through promoting business integrity as 

as accountability and transparency in commercial relations between 

private firms and government authorities. Written codes of conduc

professional standards, even if adopted by only a handful of compa

can influence and alter certain behavior and attitudes over time.

Implementation of codes of conduct and professional standards can 

help build public trust and confidence in business and political 

institutions, lead to greater public awareness and support of ethical 

behavior, and encourage the development of a business culture that 

based on ethical values.

The U.S. Department of Commerce, in cooperation with the U.S.-

Business Development Committee and the Russian Chamber of 

Commerce and Industry, has developed Basic Guidelines for Codes o

Business Conduct to promote good business practices and ethical 

behavior in commercial relations between private firms as well as w

government officials. 

The Basic Guidelines are meant to serve as a foundation for compan

to develop and adopt their own codes of conduct taking into accou

applicable laws, regulations, and other circumstances, such as the si

and structure of the businesses. 

Among the general principles and standards outlined in the Basic 

Guidelines are:

• Principles in Personal and Professional Relations

• Corporate Governance: Relationships with Shareholders

• Relationship with Employees

• Relationship with Other Enterprises

• Relationship with the Global Community

• Relationship with Government Authorities

• Proper Checks and Balances

• Prevention of Extortion and Bribery

• Creation of a Culture that Fosters Sound Business Standards and

Corporate Practices

One of the U.S. Department of Commerce’s key priorities is to 

with the OECD to develop an international set of guidelines f

promoting good business practices in transitional economies.

The Basic Guidelines for Codes of Business Conduct (described above) 

found in English on www.mac.doc.gov and in English and Russian on

www.bisnis.doc.gov/bisnis/country/rusfed.htm.

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U.S. EFFORTS TO COMBAT GLOBAL CORRUPTIO

LEVELING THE PLAYING FIELD

Business thrives on competition. U.S. companies and workers can 

compete with the best in the global marketplace because of their dr

innovation, and quality products and services. However, their succ

depends heavily on their ability to compete on a level playing field

Bribery and corruption tilt the playing field and create unfair advan

for those willing to engage in unethical or illegal behavior. Corrupt 

practices penalize companies that play fair and seek to win contract

through the quality and price of their products and services. 

In 1977, the United States enacted the Foreign Corrupt Practices A

(FCPA), effectively outlawing offers, promises, and payments by U

firms to foreign officials, political parties, party officials and candid

to secure business advantage. See Appendix A for more informatio

the FCPA — Antibribery Provisions. 

Since then, the United States has been trying to level the playing fi

encouraging other industrialized countries to take similar steps — 

these efforts are finally paying off. There has been real progress in 

building an international coalition to fight bribery and public corr

so that all businesses may fairly compete in the global market place

One significant milestone is the Organization for Economic Coope

and Development’s (OECD) Convention on Combating Bribery o

Foreign Public Officials in International Business Transactions, 

commonly known as the OECD Bribery Convention, which entere

force in February 1999. 

The OECD Bribery Convention, signed by 34 countries, marks a s

change in the fight against corruption by obligating its parties to 

criminalize the bribery of foreign public officials in the conduct of

international business. 

The OECD Bribery Convention also requires parties to: apply “eff

proportionate and dissuasive criminal penalties” to those who bribe

establish liability of “legal persons” (i.e., corporations, partnerships

similar business entities) or impose comparable civil sanctions or fi

make bribery a predicate offense for money laundering legislation; 

improve accounting procedures; prohibit off-the-books accounts; a

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provide mutual legal assistance and extradition in cases falling unde

Convention.

Significantly, the OECD Bribery Convention establishes a mutual 

evaluation process within the OECD to monitor each participating 

country’s implementation of the obligations under the Convention 

enforcement of relevant national laws.

Since corruption is an enduring phenomenon that can be

controlled but never eliminated, processes for mutual

evaluation can be an effective means to maintain norms

for government actions globally and regionally, and they

can provide the political incentive for governments to

implement and enforce those actions.

Further information relating to the OECD Bribery Convention can be fo

www.oecd.org/daf/nocorruption/index.htm, or www.state.gov/www/issues/

economic/bribery.html, or www.ita.doc.gov/legal.

KEY GOALS OF U.S. INTERNATIONAL 

ANTICORRUPTION POLICY:

• Full ratification, implementation, and enforcement of the 

OECD Bribery Convention by all signatories.

• Full ratification, implementation, and enforcement of the Int

American Convention Against Corruption by all hemispheric 

partners. 

• Nurture stability in democratic institutions and strengthen 

the rule of law in transitional economies.

• Promote global and regional anticorruption norms and 

initiatives that deter and punish corruption.

• Ensure transparency in government procurement procedures 

to enhance openness, disclosure, and predictability. 

• Develop ethical and administrative codes of conduct that 

promote the highest levels of professionalism and integrity 

in government.

• Engage the business community to join the U.S. and other

governments in promoting corporate governance, 

transparency, and integrity in business operations.

• Foster an active civil society that is involved in participatory

governance and upholds democratic principles.

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THE EMERGING GLOBAL ANTICORRUPTION ENVIRO

Many international organizations have been making strides in addr

international bribery in business transactions, official public corrup

and transparency issues. 

In addition to the OECD, the Organization of American States (O

the Council of Europe (COE), the Stability Pact for South Eastern 

Europe, the Organization for Security and Cooperation in Europe 

(OSCE), the Asia Pacific Economic Cooperation (APEC) forum, th

Global Coalition for Africa (GCA) and the United Nations have la

a variety of anticorruption and transparency initiatives. 

These initiatives represent important steps in building coalitions to 

combat corruption. For more than a decade, the U.S. government 

worked cooperatively with the private sector and international 

organizations on these and other anticorruption initiatives. 

U.S. and international legal, business and accounting associations a

governmental organizations (NGOs) — such as the American Bar

Association (ABA), the U.S. Chamber of Commerce, the Internatio

Chamber of Commerce (ICC), the Ethics Officer Association (EOA

Committee of Sponsoring Organizations (COSO), and Transparen

International (TI) — have played key advisory roles in the develop

various anticorruption initiatives. We will continue to work with t

other private sector groups to provide and receive guidance on imp

the climate of governance worldwide. 

With respect to the emerging international anticorruption environm

the unifying concept in all of the global and regional processes is th

effective action to prevent, detect, and punish corruption must be 

by each individual government. The international community can 

advance this process by raising the visibility and political profile of 

efforts. 

The international business community and NGOs are working tog

identify clear and objective actions of what should be expected of 

governments, what governments may expect of each other, and wha

ultimately their citizens should, through democratic processes, requ

their governments. 

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In working with other nations, the United States continues to enc

broad range of global and regional anticorruption and transparenc

initiatives. Such measures strengthen the political will for coopera

on building capacities for action against corruption and for develo

effective measures and practices to promote public integrity.

AFRICA

In February 1999, under the auspices of the Global Coalition for A

(GCA), 11 African countries adopted 25 anticorruption principles 

encourage implementation of common standards at the national le

well as joint action between and among countries. These principle

could also form the basis of more formal cooperative frameworks a

regional or subregional levels.

THE AMERICAS

At the 1994 Miami Summit of the Americas, the 34 leaders of the 

Hemisphere called for negotiations of an hemispheric convention 

corruption. In March 1996, under the auspices of the Organizati

American States (OAS), the Inter-American Convention Against

Corruption (“Inter-American Convention”) was adopted. The U.S

deposited its instrument of ratification with the Secretary General 

OAS in September 2000. The Inter-American Convention covers c

practices on both the national and international level. Furthermor

commits nations to reforming their criminal codes to bring domes

into compliance with the convention. Its focus on preventive mea

unprecedented. The State Parties to the Inter-American Conventi

considering an OAS-recommended monitoring mechanism, which 

expect to adopt and begin implementing in 2001. 

ASIA-PACIFIC

The Asia Pacific Economic Cooperation (APEC) forum is promotin

economic reforms that enhance governance and transparency and cr

better investment and business climates to attract foreign direct 

investment. Its work builds on existing commitments of APEC Lead

(Presidents and Prime Ministers) and a broad range of programs in 

APEC, including in the areas of investment, customs procedures, 

competition policy, government procurement, corporate governance

and regional financial markets. Many programs involve the private 

sector as integral participants in developing, carrying out, and assess

activities aimed at increasing transparency and promoting corporate

governance. 

EUROPE

The Council of Europe (COE) is active in a number of anticorrup

initiatives and has adopted several conventions, including both Cr

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and Civil Law Conventions on Corruption, which were opened fo

signature in 1999. The U.S. signed the Criminal Law Convention 

October 10, 2000. The Criminal Law Convention on Corruption 

in scope, requiring parties to criminalize bribery (both giving and

receiving) of public officials and private persons, domestic and for

Implementation of the Convention will be monitored by GRECO

Group of States Against Corruption, which will also monitor com

with the “20 Guiding Principles” adopted in 1997 by the COE’s C

of Ministers. The European Union (EU), the Organization for Se

Cooperation in Europe (OSCE) and the Stability Pact for South E

Europe also are working on various anticorruption initiatives. See

Appendix B for more information.

WORLD TRADE ORGANIZATION

Through binding commitments to ensure transparency and due pr

a wide range of government activities relating to international trad

WTO makes an important contribution to international efforts to 

bribery and corruption. Most WTO members have endorsed effo

conclude a multilateral agreement on transparency in government

procurement, under which all 140 members would make binding

international commitments to ensure transparency and predictabil

their government procurement procedures. Similarly, an initiative 

facilitation would help eliminate irregularities in WTO members’ 

regimes, another area of economic activity that is frequently suscep

corrupt practices.

UNITED NATIONS

In 1999, the G-8 Koln Communiqué applauded the results of the 

Global Forum on Fighting Corruption (see below) and called on t

United Nations, in the context of the convention against transnati

organized crime, to include an obligation to make corruption of d

public officials a criminal offense. The United Nations Conventio

Transnational Organized Crime was completed, approved by the U

General Assembly, and opened for signature at a high-level meetin

Palermo, Italy in December 2000. Also in December 2000, the U

General Assembly approved a resolution to begin the process for

negotiations of a new UN global instrument against corruption. T

is consulting with other governments on these future negotiations

example through the G-8, Global Forum II, and a UN experts gro

GLOBAL FORUM ON FIGHTING CORRUPTION

The First Global Forum on Fighting Corruption and Safeguarding

Integrity, hosted by the United States in February 1999, has added

momentum to our broader anticorruption campaign. Participants 

governments agreed to a final conference declaration calling on

governments to adopt principles and effective practices to fight co

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to promote transparency and good governance, and to create ways 

each other through mutual evaluation. At the conclusion of the F

Global Forum, the Netherlands agreed to host the Second Global 

2001, and South Korea agreed to host the Third Global Forum in 

The Second Global Forum will produce a Declaration with “build

blocks” to facilitate further discussion for a future UN Convention 

Corruption (see above). The U.S. Government continues to be c

to the success of this important international anticorruption initia

The First Global Forum identified a set of 12 Guiding Principles that

encompass the goals or purposes that a national anticorruption effort 

must address. These Guiding Principles include aspects relating to:

• Laws prohibiting the full range of corruption offenses, with 

sanctions and remedies sufficient to deter corrupt activities;

• Investigative and enforcement institutions with the impartiali

powers, and resources to detect, investigate, and prosecute 

violations of those laws;

• Codes of conduct, public management, and personnel measu

and procedures that promote the integrity of public officials;

• Freedom of the media and public to receive and impart 

information on corruption matters and to bring complaints o

suspected corruption; 

• Enhanced research and public discussion of all aspects of 

upholding integrity and preventing corruption among public 

officials; and

• International cooperation in all aspects of this issue.

The most fundamental conclusion from the First Global Forum is tha

against corruption must encompass all political, administrative, judici

civil society elements of a nation. National anticorruption actions mu

comprehensively respond to all aspects of these Guiding Principles if t

to succeed. See Appendix C for a copy of the “Guiding Principles for Fig

Corruption and Safeguarding Integrity Among Justice And Security Offic

Information about the Global Forum process can be found at

http://www.gfcorruption.org. 

INTERNATIONAL FINANCIAL INSTITUTIONS

The World Bank and the International Monetary Fund (IMF) have 

determined that corruption is a serious deterrent to economic growth 

and financial stability and must be addressed in the context of econom

financial evaluations and assistance programs.

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The World Bank and the regional development banks, especially in A

and Africa, have established explicit anticorruption policies aimed at 

helping countries to confront and prevent corruption through approp

economic and civil service reforms. 

All of the official development banks, led by the World Bank, are 

working together to agree on standard procurement bidding docum

and rules to ensure fairness to all competing suppliers and efficien

the use of public sector funds.

The IMF has begun to integrate identification of corruption probl

into its standard evaluations. In selected cases, the IMF and the W

Bank have postponed, denied, or suspended assistance to countrie

endemic corruption was adversely affecting financial stabilization 

development programs and where governments were not prepared 

acknowledge and deal with those problems.

In the wake of the recent Asian financial crisis and related problem

Latin America and elsewhere, the IMF has been pushing for 

governments to increase transparency in reporting economic indic

allow investors to better judge the strength of their respective econ

INTERNATIONAL CHAMBER OF COMMERCE

The International Chamber of Commerce (ICC), the world busin

organization, promotes an open international trade and investmen

system and the market economy. The ICC makes model rules to 

the conduct of business across borders. In 1977, the ICC issued “

Conduct to Combat Extortion and Bribery.” The Rules were revis

1996, and the ICC reissued them unchanged in 1999. In the spri

1999, the ICC also published a manual of best corporate practices 

accompany the rules of conduct and to provide guidance for comp

with the OECD Bribery Convention. The ICC Rules, which prom

integrity in business transactions, are intended as a method of self

regulation by international business. For more information on the IC

and ICC “Fighting Bribery Manual,” see Appendix D, or the ICC homep

http://www.iccwbo.org/index.asp.

WORLD CUSTOMS ORGANIZATION

Established in 1952, the World Customs Organization (WCO), 

headquartered in Brussels, is working to establish integrity in cust

administrations. In efforts to meet the challenges of the modern b

environment and adapt to changing circumstances, the WCO, 

representing 151 Member Governments, establishes, maintains, su

and promotes international instruments for the harmonization and 

uniform application of simplified systems and effective customs sy

and procedures. Due to the fact that customs play a role in intern

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trade transactions and that the presence of corruption can destroy 

legitimacy of a customs administration and severely impact a natio

economy, the WCO has developed an Integrity Action Plan to add

corruption within customs administrations.

IACC & TRANSPARENCY INTERNATIONAL 

Transparency International (TI) is a non-profit, Berlin-based advocacy

organization working to curb corruption in international business tra

and other areas. Through its national chapters in over eighty countri

encourages national and local governments to implement effective

anticorruption laws, policies, and programs. TI serves as Secretariat f

biennial International Anti-Corruption Conference (IACC) that brin

together practitioners and academics to exchange information and ide

the fight against corruption. The 10th IACC will take place in Pragu

Republic (October, 2001) and the 11th IACC in Seoul, South Korea 

TI also works at the multilateral level with the World Bank, IMF, OA

OECD, APEC, GCA, and other public organizations. The annual T

Corruption Perceptions Index, which reflects perceived levels of corru

90 countries, continues to generate widespread attention. TI has also 

a Bribe Payers Index, which ranks leading exporting countries in term

degree to which their corporations are perceived to be paying bribes a

For more information about TI or the IACC, please see Appendix B.

GLOBAL CORPORATE GOVERNANCE FORU

In 1999, the World Bank and OECD launched the Global Corporate

Governance Forum which aims to promote and improve corporate go

on a worldwide basis. Among the lessons learned in recent and past

international financial crises is that good corporate governance is an e

foundation for a well-functioning market economy, for enhancing ind

countries’ long-term economic performance, and for strengthening th

international financial system. The Global Corporate Governance Fo

provides a framework for international cooperation and for creating s

for the design and implementation of joint or individual projects by

participating countries and institutions. 

Through complementary OECD-World Bank regional roundtables, t

initiative brings together leaders from government, private sector, inte

financial institutions, international organizations, NGOs and other

stakeholders to foster cooperation on identifying key areas for technic

assistance, developing effective corporate governance systems and on h

create the necessary legal and regulatory infrastructure to support them

For more information on the Global Corporate Governance Forum or OE

Principles of Corporate Governance, please see Appendix B.

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THE ROLE OF CIVIL SOCIETY*

The hallmark of a free society is the ability of individuals to associate 

with other like-minded citizens, associations, and organizations, expre

their views, petition their governments, and accept the rule of law.

The role of civil society as a catalyst for fighting corruption and 

mobilizing pressure on governments and multilateral governmental

organizations to adopt public sector reforms cannot be underestimate

In many parts of the world, business is partnering with civil society to 

prevent corrupt practices, strengthen public institutions, and foster an

anticorruption culture in society.

The U.S. Government continues to work and support the creation of 

viable civil society where it does not exist and to strengthen the capac

and opportunity of public-private partnerships to fight corruption.

Changing Attitudes: Engaging Civil Society in the Fight Against Corr

U.S. Agency for International Development (USAID) programs seek to 

awareness about the costs of corruption, decrease tolerance for corrupt

behavior, and change the expected norms of ethical behavior. By provid

training and other forms of support, USAID encourages the growth of 

public policy-oriented civil society groups that will monitor governmen

integrity, bring corruption issues onto the public agenda, and actively p

the twin concepts of transparency and accountability.

Examples of USAID’s Public-Private Partnerships: USAID’s Bureau for 

Africa’s regional African Trade and Investment Program supported the

Confederation of Mozambique’s Business Associations in its efforts to re

red tape and to provide an effective forum for the private sector to exam

policy issues. Over the past year, this activity has resulted in the passage 

new industrial law and revisions in the industrial and commercial licens

regulations that greatly simplified the registration process, the abolition 

import and export controls, and the transfer to a single agency of all

responsibility for import and export controls. Another USAID-organize

public-private partnership involves the Ukrainian oblast in Donetsk in w

the Partnership for Integrity has worked with the Oblast Coordinating

Committee to introduce administrative reforms that can reduce corrupt

such as streamlining licensing procedures for businesses.

(Source: “Promoting Transparency and Accountability: USAID’s Anticorruption Experien

Center for Democracy and Governance, USAID, 2000.)

* The term “civil society” usually refers to diverse citizens, associatio

non-governmental organizations (NGOs) that unite to promote cause

issues of mutual interest and to influence decision-making processes. T

include, for example, professional associations, civic education groups

organizations, bar associations, business councils and labor federation

rights and women’s rights groups, journalists and the media, and othe

monitoring groups and organizations.

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THE ROAD AHEAD: 

CORRUPTION AND GOOD GOVERNANCE

The fight against corruption remains among the most significant inte

issues facing the post-Cold War world. While some progress is being 

globally in this battle, new challenges arise each day. 

In many regions, the public outcry against corruption has influenced 

outcome of elections. Corruption has also been a factor in global fina

crises and continues to be an impediment to trade liberalization and

sustainable development. Perhaps the most pernicious effect of corrup

when it undermines the fragile institutions that safeguard democracy 

market economies.

The lessons learned from the international community’s collective gov

experiences and hardships present a compelling case that corrupt prac

the erosion of integrity not only destabilize economies and democratic

institutions, but also directly and adversely impact those who stand to 

the most from good governance. As a recent World Bank study illust

good governance helps achieve a better quality of economic growth fo

countries around the world (“higher income growth, national wealth 

achievements”).* This is particularly true in countries that have efficie

markets, strong oversight institutions, where the rule of law is enforce

where civil society has a voice and actively participates in sustainable

development. 

Because corruption knows no national boundaries, the international

community must engage in strategic planning and coordinate transna

approaches. A global consensus is emerging that governance and

anticorruption capacity-building must incorporate a more holistic app

that focuses on comprehensively integrating checks and balances, prev

measures, internal controls, effective law enforcement, education awar

campaigns, and public-private partnerships. The rule of law must be

reinforced by the dynamic and participatory democratic activities of b

civil society, and NGO groups. The media also must have an unfette

in this process. 

Working together, the international community can develop a more s

predictable investment climate by reducing the level of corruption. A 

anticorruption regime and good governance practices allow decision-m

both the private and public sectors to limit their financial risk, develo

warning systems, nurture long-term growth, and minimize future eco

and political destabilization situations. 

* See Appendix D for further information about The World Bank’s “Quality of Growth” report.

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REPORTING CORRUPTION

In many parts of the world, businesses are becoming more proactive i

asking their respective home and host governments to assist their effo

to create, through diplomatic channels, anticorruption mechanisms to 

root out systemic corruption.

If you, or your company, have encountered corrupt practices in a 

particular country, or have been particularly disadvantaged by bribery

perpetrated by another competitor or by another foreign business ent

or if a foreign official solicits a bribe from you, you should inform the

appropriate economic or commercial officer or section at the local U.

Embassy or Consulate.

You also can report this information to the “Bribery Hotline,” mainta

by the U.S. Department of Commerce’s Trade Compliance Center, (2

482-3723, or on the Internet Website at www.mac.doc.gov/tcc. 

Questions regarding the U.S. Foreign Corrupt Practices Act (FCPA) m

be directed to the Fraud Section of the U.S. Department of Justice, (2

514-7023 (or via e-mail at FCPA.Fraud@usdoj.gov), and/or the 

appropriate economic or commercial officer at the local U.S. Embassy 

Consulate. See Appendix A for more information on the FCPAAntibribery Provisions.

General guidance to U.S. exporters about international developments

concerning the FCPA and OECD Bribery Convention is also provide

the Office of Chief Counsel for International Commerce, U.S. 

Department of Commerce, at (202) 482-0937 and on its website at

www.ita.doc.gov/legal. 

For questions relating to the U.S. negotiation of the OECD Bribery

Convention, you can call the U.S. Department of State, Bureau of 

Economic and Business Affairs, Office of Investment Affairs, 

(202) 736-4365. 

Inquiries relating to the coordination of the U.S. Government’s gener

anticorruption efforts and implementation of regional corruption 

frameworks should be directed to the U.S. Department of State, Bure

for International Narcotics and Law Enforcement Affairs, (202) 647-

For other information and appropriate points of contact, please see list of 

Government Websites in Appendix B.

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APPENDICES

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APP

FOREIGN CORRUPT PRACTICES ACT (FCPA)

ANTIBRIBERY PROVISIONS*

The following information is intended to provide a general description of 

FCPA and is not intended to substitute for the advice of private counsel o

specific issues related to the FCPA. Moreover, this information is not inten

to set forth the present enforcement intentions of the U.S. Department of J

the U.S. Securities and Exchange Commission (SEC), or any other U.S.

government agency with respect to particular fact situations.

INTRODUCTION

The 1988 Trade Act directed the Attorney General to provide guidanc

concerning the Department of Justice’s enforcement policy with respec

Foreign Corrupt Practices Act of 1977 (“FCPA”), 15 U.S.C. §§ 78dd-

to potential exporters and small businesses that are unable to obtain sp

counsel on issues related to the FCPA. The guidance is limited to resp

requests under the Department of Justice’s Foreign Corrupt Practices A

Opinion Procedure (described below) and to general explanations of

compliance responsibilities and potential liabilities under the FCPA. T

following information constitutes the Department of Justice’s general

explanation of the FCPA.

U.S. firms seeking to do business in foreign markets must be familiar w

FCPA. In general, the FCPA prohibits corrupt payments to foreign of

the purpose of obtaining or keeping business. The Department of Just

chief enforcement agency, with a coordinate role played by the Securiti

Exchange Commission (SEC). The Office of General Counsel of the

Department of Commerce also answers general questions from U.S. ex

concerning the FCPA’s basic requirements and constraints.

BACKGROUND

As a result of SEC investigations in the mid-1970s, over 400 U.S. com

admitted making questionable or illegal payment in excess of $300 mi

foreign government officials, politicians, and political parties. The abus

gamut from bribery of high foreign officials to secure some type of fav

action by a foreign government to so-called facilitating payments that a

were made to ensure that government functionaries discharged certain

ministerial or clerical duties. Congress enacted the FCPA to bring a ha

bribery of foreign officials and to restore public confidence in the integ

the American business system.

The FCPA was intended to have and has had an enormous impact on 

American firms do business. Several firms that paid bribes to foreign 

* Reprinted from “Foreign Corrupt Practices Act — Antibribery Provisions,” 

published by the U.S. Department of Justice (www.usdoj.gov/criminal/fraud/fc

and U.S. Department of Commerce (www.ita.doc.gov/legal/fcparev.html).

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have been the subject of criminal and civil enforcement actions, resulti

large fines and suspension and debarment from federal procurement co

and their employees and officers have gone to jail. To avoid such cons

many firms have implemented detailed compliance programs intended 

prevent and to detect any improper payments by employees and agents

Following the passage of the FCPA, the Congress became concerned th

American companies were operating at a disadvantage compared to for

companies who routinely paid bribes and, in some countries, were perm

deduct the cost of such bribes as business expenses on their taxes. Acc

in 1988, the Congress directed the Executive Branch to commence neg

in the Organization of Economic Cooperation and Development (OE

obtain the agreement of the United States’ major trading partners to en

legislation similar to the FCPA. In 1997, almost ten years later, the U

States and thirty-three other countries signed the OECD Convention 

Combating Bribery of Foreign Public Officials in International Busine

Transactions. The United States ratified this Convention and enacted

implementing legislation in 1998. See Convention and Commentarie

DOJ websites listed in Appendix B.

The antibribery provisions of the FCPA make it unlawful for a U.S. pe

certain foreign issuers of securities, to make a corrupt payment to a for

official for the purpose of obtaining or retaining business for or with, o

directing business to, any person. Since 1998, they also apply to foreig

and persons who take any act in furtherance of such a corrupt paymen

the United States.

The FCPA also requires companies whose securities are listed in the U

States to meet its accounting provisions. See 15 U.S.C. § 78m. These

accounting provisions, which were designed to operate in tandem with 

antibribery provisions of the FCPA, require corporations covered by th

provisions to make and keep books and records that accurately and fair

the transactions of the corporation and to devise and maintain an adeq

system of internal accounting controls. The information below discuss

the antibribery provisions.

ENFORCEMENT

The Department of Justice is responsible for all criminal enforcement 

civil enforcement of the antibribery provisions with respect to domesti

concerns and foreign companies and nationals. The SEC is responsibl

enforcement of the antibribery provisions with respect to issuers.

ANTIBRIBERY PROVISIONS

Basic Prohibitions

The FCPA makes it unlawful to bribe foreign government officials to 

retain business. With respect to the basic prohibition, there are five e

which must be met to constitute a violation of the Act:

A. Who — The FCPA potentially applies to any individual, firm, off

director, employee, or agent of a firm and any stockholder acting 

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of a firm. Individuals and firms may also be penalized if they orde

authorize, or assist someone else to violate the antibribery provisio

they conspire to violate those provisions.

Under the FCPA, U.S. jurisdiction over corrupt payments to fo

officials depends upon whether the violator is an “issuer,” a “do

concern,” or a foreign national or business.

An “issuer” is a corporation that has issued securities that have 

registered in the United States or who is required to file periodi

with the SEC.

A “domestic concern” is any individual who is a citizen, national, o

of the United States, or any corporation, partnership, association, j

stock company, business trust, unincorporated organization, or sol

proprietorship which has its principal place of business in the Unit

or which is organized under the laws of a State of the United State

territory, possession, or commonwealth of the United States.

Issuers and domestic concerns may be held liable under the FCPA 

either territorial or nationality jurisdiction principles. For acts take

the territory of the United States, issuers and domestic concerns ar

they take an act in furtherance of a corrupt payment to a foreign o

using the U.S. mails or other means or instrumentalities of intersta

commerce. Such means of instrumentalities include telephone cal

facsimile transmissions, wire transfers, and interstate or internation

In addition, issuers and domestic concerns may be held liable for a

furtherance of a corrupt payment taken outside the United States. 

U.S. company or national may be held liable for a corrupt paymen

authorized by employees or agents operating entirely outside the U

States, using money from foreign bank accounts, and without any

involvement by personnel located within the United States.

Prior to 1998, foreign companies, with the exception of those who 

as “issuers,” and foreign nationals were not covered by the FCPA. 

1998 amendments expanded the FCPA to assert territorial jurisdic

foreign companies and nationals. A foreign company or person is 

subject to the FCPA if it causes, directly or through agents, an act 

furtherance of the corrupt payment to take place within the territo

United States. There is, however, no requirement that such act ma

the U.S. mails or other means or instrumentalities of interstate com

Finally, U.S. parent corporations may be held liable for the acts o

subsidiaries where they authorized, directed, or controlled the act

question, as can U.S. citizens or residents, themselves “domestic c

who were employed by or acting on behalf of such foreign-incorp

subsidiaries.

B. Corrupt Intent — The person making or authorizing the payment m

a corrupt intent, and the payment must be intended to induce the r

to misuse his official position to direct business wrongfully to the 

to any other person. You should note that the FCPA does not req

a corrupt act succeed in its purpose. The offer or promise of a corr

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Fighting Global Corruption — Business Risk Management
payment can constitute a violation of the statute. The FCPA proh

corrupt payment intended to influence any act or decision of a fore

official in his or her official capacity, to induce the official to do or 

do any act in violation of his or her lawful duty, to obtain any imp

advantage, or to induce a foreign official to use his or her influence

improperly to affect or influence any act or decision.

C. Payment — The FCPA prohibits paying, offering, promising to p

authorizing to pay or offer) money or anything of value.

D. Recipient — The prohibition extends only to corrupt payments 

foreign official, a foreign political party or party official, or any can

foreign political office. A “foreign official” means any officer or 

of a foreign government, a public international organization, or a

department or agency thereof, or any person acting in an official 

You should consider utilizing the Department of Justice’s Foreign C

Practices Act Opinion Procedure for particular questions as to the 

of a “foreign official,” such as whether a member of a royal family, 

member of a legislative body, or an official of a state-owned busine

enterprise would be considered a “foreign official.” In addition, yo

consult the list of public international organizations covered under 

FCPA that is available on the Department of Justice’s FCPA websi

See Appendix B.

The FCPA applies to payments to any public official, regardless o

position. The FCPA focuses on the purpose of the payment instea

particular duties of the official receiving the payment, offer, or pro

payment, and there are exceptions to the antibribery provision for

“facilitating payments for routine governmental action” (see below

E. Business Purpose Test — The FCPA prohibits payments made in 

assist the firm in obtaining or retaining business for or with, or dir

business to, any person. The Department of Justice interprets “ob

retaining business” broadly, such that the term encompasses more 

mere award or renewal of a contract. It should be noted that the b

be obtained or retained does not need to be with a foreign govern

foreign government instrumentality.

THIRD PARTY PAYMENTS

The FCPA prohibits corrupt payments through intermediaries. It is un

make a payment to a third party, while knowing that all or a portion o

payment will go directly or indirectly to a foreign official. The term “kn

includes conscious disregard and deliberative ignorance. The elements of 

offense are essentially the same as described above, except that in thi

“recipient” is the intermediary who is making the payment to the re

“foreign official.”

Intermediaries may include joint venture partners or agents. To avoid 

liable for corrupt third party payments, U.S. companies are encouraged 

exercise due diligence and to take all necessary precautions to ensure th

have formed a business relationship with reputable and qualified partn

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Fighting Global Corruption — Business Risk Management
representatives. Such due diligence may include investigating potentia

representatives and joint venture partners to determine if they are in f

qualified for the position, whether they have personal or professional 

government, the number and reputation of their clientele, and their r

with the U.S. Embassy or Consulate and with local bankers, clients, a

business associates. 

In addition, in negotiating a business relationship, the U.S. firm should 

of so-called “red flags,” i.e., unusual payment patterns or financial

arrangements, a history of corruption in the country, a refusal by the 

joint venture partner or representative to provide a certification that it 

take any action in furtherance of an unlawful offer, promise, or paym

foreign public official and not take any act that would cause the U.S. f

in violation of the FCPA, unusually high commissions, lack of transpa

expenses and accounting records, apparent lack of qualifications or reso

the part of the joint venture partner or representative to perform the se

offered, and whether the joint venture partner or representative has bee

recommended by an official of the potential governmental customer.

You should seek the advice of counsel and consider utilizing the Departme

Justice’s Foreign Corrupt Practices Act Opinion Procedure for particular q

relating to third party payments.

PERMISSIBLE PAYMENTS AND AFFIRMATIVE DEFENSES

The FCPA contains an explicit exception to the bribery prohibition fo

“facilitating payments” for “routine governmental action” and provide

affirmative defenses which can be used to defend against alleged viola

the FCPA.

Facilitating Payments for Routine Governmental Actions

There is an exception to the antibribery prohibition for payments to fa

expedite performance of a “routine governmental action.” The statute l

following examples: obtaining permits, licenses, or other official docum

processing governmental papers, such as visas and work orders; provid

police protection, mail pick-up and delivery; providing phone service, 

and water supply, loading and unloading cargo, or protecting perishab

products; and scheduling inspections associated with contract perform

transit of goods across country.

Actions “similar” to these are also covered by this exception. If you ha

question about whether a payment falls within the exception, you shou

with counsel. You should also consider whether to utilize the Justice

Department’s Foreign Corrupt Practices Opinion Procedure, described 

“Routine governmental action” does not include any decision by a for

official to award new business or to continue business with a particula

Affirmative Defenses

A person charged with a violation of the FCPA’s antibribery provision

assert as a defense that the payment was lawful under the written laws 

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Fighting Global Corruption — Business Risk Management
foreign country or that the money was spent as part of demonstrating 

or performing a contractual obligation.

Whether a payment was lawful under the written laws of the foreign c

may be difficult to determine. You should consider seeking the advice 

counsel or utilizing the Department of Justice’s Foreign Corrupt Pract

Opinion Procedure when faced with an issue of the legality of such a 

Moreover, because these defenses are “affirmative defenses,” the defend

required to show in the first instance that the payment met these requ

The prosecution does not bear the burden of demonstrating in the firs

that the payments did not constitute this type of payment.

SANCTIONS AGAINST BRIBERY

Criminal

The following criminal penalties may be imposed for violations of the 

antibribery provisions: corporations and other business entities are sub

fine of up to $2,000,000; officers, directors, stockholders, employees, a

are subject to a fine of up to $100,000 and imprisonment for up to fiv

Moreover, under the Alternative Fines Act, these fines may be actually 

higher — the actual fine may be up to twice the benefit that the defenda

to obtain by making the corrupt payment. You should also be aware tha

imposed on individuals may not be paid by their employer or principal.

Civil

The Attorney General or the SEC, as appropriate, may bring a civil ac

fine of up to $10,000 against any firm as well as any officer, director, e

or agent of a firm, or stockholder acting on behalf of the firm, who vio

antibribery provisions. In addition, in an SEC enforcement action, th

may impose an additional fine not to exceed the greater of (i) the gross 

of the pecuniary gain to the defendant as a result of the violation, or (i

specified dollar limitation. The specified dollar limitations are based o

egregiousness of the violation, ranging from $5,000 to $100,000 for a 

person and $50,000 to $500,000 for any other person.

The Attorney General or the SEC, as appropriate, may also bring a ci

to enjoin any act or practice of a firm whenever it appears that the fir

officer, director, employee, agent, or stockholder acting on behalf of th

in violation (or about to be) of the antibribery provisions.

Other Governmental Action

Under guidelines issued by the Office of Management and Budget, a p

firm found in violation of the FCPA may be barred from doing busine

the Federal government. Indictment alone can lead to suspension of the r

business with the government. The President has directed that no execu

agency shall allow any party to participate in any procurement or

nonprocurement activity if any agency has debarred, suspended, or oth

excluded that party from participation in a procurement or nonprocur

activity.

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In addition, a person or firm found guilty of violating the FCPA may 

ineligible to receive export licenses; the SEC may suspend or bar perso

the securities business and impose civil penalties on persons in the sec

business for violations of the FCPA; the Commodity Futures Trading

Commission and the Overseas Private Investment Corporation both p

possible suspension or debarment from agency programs for violation 

FCPA; and a payment made to a foreign government official that is un

under the FCPA cannot be deducted under the tax laws as a business e

Private Cause of Action

Conduct that violates the antibribery provisions of the FCPA may als

to a private cause of action for treble damages under the Racketeer In

and Corrupt Organizations Act (RICO), or to actions under other feder

laws. For example, an action might be brought under RICO by a comp

who alleges that the bribery caused the defendant to win a foreign contra

GUIDANCE FROM THE GOVERNMENT

The Department of Justice has established a Foreign Corrupt Practices 

Opinion Procedure by which any U.S. company or national may reque

statement of the Justice Department’s present enforcement intentions u

antibribery provisions of the FCPA regarding any proposed business co

The details of the opinion procedure may be found at 28 CFR Part 80

this procedure, the Attorney General will issue an opinion in response 

specific inquiry from a person or firm within thirty days of the request

thirty-day period does not run until the Department of Justice has rece

the information it requires to issue the opinion.) Conduct for which t

Department of Justice has issued an opinion stating that the conduct c

with current enforcement policy will be entitled to a presumption, in a

subsequent enforcement action, of conformity with the FCPA.

Copies of releases issued regarding previous opinions are available on 

Department of Justice’s FCPA website (See Appendix B below).

For further information from the Department of Justice about the 

and the Foreign Corrupt Practices Act Opinion Procedure, contac

B. Clark, Deputy Chief, or Philip Urofsky, Trial Attorney, Fraud S

Criminal Division, U.S Department of Justice, P.O. Box 28188,

McPherson Square, Washington, D.C. 20038, (202) 514-7023.

Although the Department of Commerce has no enforcement role 

respect to the FCPA, it supplies general guidance to U.S. exporte

have questions about the FCPA and about international developm

concerning the FCPA. For further information from the Departme

Commerce about the FCPA, contact Eleanor Roberts Lewis, Chief

Counsel for International Commerce, or Arthur Aronoff, Senior Co

Office of the Chief Counsel for International Commerce, U.S. Depa

of Commerce, Room 5882, 14th Street and Constitution Avenue, N

Washington, D.C. 20230, (202) 482-0937.

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APP

EXPLORE FURTHER INFORMATION ON THE FCPA

ANTICORRUPTION, ETHICS, TRANSPARENCY, AND COR

COMPLIANCE PROGRAMS ON THE FOLLOWING WEB

• U.S. Department of Justice, Fraud Section — Comprehensive in

on the FCPA, legislative history of FCPA, 1998 amendments, opin

procedures, and international agreements (www.usdoj.gov/criminal/fr

• U.S. Department of Commerce — Office of the Chief Counsel 

International Commerce, Information on Legal Aspects of Intern

Trade and Investment, The Anti-Corruption Review, the FCPA, a

anticorruption materials (www.ita.doc.gov/legal); Market Access an

Compliance/Trade Compliance Center, “First Annual Report to C

on Implementation of the OECD Bribery Convention,” Trade C

Hotline, Trade and Related Agreements Database (TARA), Expor

Guides, Market Access Reports, Market Monitor, and “Market Ac

Compliance-Rule of Law for Business Initiatives” (www.mac.doc.g

Country Commercial reports and guides, trade information and e

related information (www.ita.doc.gov/ita_home/itacnreg.htm); trade 

counseling and other services in other countries (1-800-USA-TRA

• U.S. Department of State — Information on the OECD Bribery 

Convention and First Global Forum on Fighting Corruption Mate

Relevant documents related to the OECD Bribery Convention 

(www.state.gov/www/ issues/economic/bribery.html); First Global Foru

Fighting Corruption and Safeguarding Integrity, Washington, D.C

February 1999 (www.state.gov) and Second Global Forum, The Ha

Netherlands, May 28-31 (www.gfcorruption.org). A copy of the Firs

Forum Final Conference Report and “Guiding Principles for Fighti

Corruption and Safeguarding Integrity Among Justice and Security 

can also be purchased from the U.S. Government Printing Office (

16-050150-4); Country Reports, Economic Practices and Trade Pra

(www.state.gov).

• U.S. Office of Government Ethics (OGE) — Information on eth

developments in ethics, ethics programs, and informational and ed

materials including OECD Public Service Management (PUMA) 

(www.usoge.gov/).

• U.S. Department of the Treasury — Information on money lau

customs, and international financial institutions (www.treas.gov/)

• U.S. Securities and Exchange Commission (SEC) — Informati

SEC enforcement actions, Complaint Center, and further inform

accountants and auditors (www.sec.gov).

• U.S. Agency for International Development (USAID) — Cent

Democracy and Governance, USAID’s Efforts on Anticorruption

Handbook on Fighting Corruption (www.info.usaid.gov/democracy

anticorruption).

31

Fighting Global Corruption — Business Risk Management
• U.S. Information Agency (USIA) — In 1999, USIA was consoli

with the U.S. Department of State. The former website that house

information on U.S. policy and multinational fight against bribery,

economic costs of corruption can be found at the Department of S

International Information Programs

(www.usinfo.state.gov/topical/econ/bribes/).

• U.S. Chamber of Commerce (USCOC) — Center for Internation

Enterprise (CIPE), an affiliate of the USCOC, information on corp

governance and anticorruption (www.cipe.org). 

• International Chamber of Commerce (ICC) — Rules of Conduc

Bribery, ICC Commercial Crime Services, and due diligence

(www.iccwbo.org).

• Transparency International (TI) — TI Corruption Index and Br

Propensity Index; TI Source Book on anticorruption strategies and 

international initiatives by governments, NGOs, and the private se

(www.transparency.de) and TI-USA (www.transparency-usa.org).

10TH IACC (www.10iacc.org). 

• U.S. International Council for Business — (www.uscib.org).

• The Conference Board — Information on corporate ethics 

(www.conference-board.org).

• American Bar Association (ABA) — Taskforce on International S

on Corrupt Practices (www.abanet.org/intlaw/divisions/public/corr

html); ABA-Central and East European Law Initiative (CEELI) 

(www.abanet.org/ceeli).

• Ethics Officer Association (EOA) — (www.eoa.org).

• Ethics Resource Center — (www.ethics.org).

• COSO — The Committee of Sponsoring Organizations of the T

Commission (www.coso.org). The COSO “Treadway Commissio

volunteer private sector organization consisting of the five major fin

professional associations dedicated to improving the quality of finan

reporting through business ethics, effective internal controls, and co

governance. The five associations are the American Accounting As

(AAA) [www.AAA-edu.org]; the American Institute of Certified Pu

Accountants (AICPA)[www.aicpa.org]; the Financial Executives Ins

(FEI) [www.fei.org]; the Institute of Internal Auditors (IIA)

[www.theiia.org]; and the Institute of Management Accountants (IM

[imanet.org].

• The Association of Government Accountants (AGA) — (www.ag

org); Sites Directory for U.S. and International Accounting Associa

State CPA Societies (www.taxsites.com/associations2.html).

• International Organization of Supreme Audit Organizations (IN

— (www.intosai.org).

32

Fighting Global Corruption — Business Risk Management
• Organization for Economic Cooperation and Development (OE

Anti-Corruption — OECD Bribery Convention, country complia

assessment reports (www.oecd.org/daf/nocorruption); ANCORRSE

OECD Anticorruption ring online, a collection of materials on effe

policies and practices (www.oecd.org/daf/nocorruptionweb/index.h

• Financial Action Task Force on Money Laundering (FATF) —

(www.oecd.org/fatf).

• International Criminal Police Organization (INTERPOL) — 

(www.interpol.int)

• Council of Europe (COE) — COE Anticorruption Convention, 

programs, and resources (www.coe.fr).

• Organization for Security and Cooperation in Europe (OSCE) 

Charter for European Security, Rule of Law and Fight Against Cor

(www.osce.org).

• Stability Pact for South Eastern Europe — Special Coordinator o

Stability Pact for South Eastern Europe, Anticorruption Initiative a

Compact of the Stability Pact (www.stabilitypact.org).

• Organization of American States (OAS) — The Fight Against Co

in the Americas; Inter-American Convention Against Corruption;

Resolutions of the General Assembly; studies and supporting docum

(www.oas.org).

• Middle East and North Africa (MENA) — The World Bank Gro

(www.worldbank.org/mna/mena.nsf); UN Development Program 

— Management Development and Governance Division (magnet.u

• Global Coalition for Africa (GCA) — Principles to Combat Corr

Africa Countries; Collaborative Frameworks to Address Corruption

(www.gca-cma.org/ecorrtion.htm).

• Asia-Pacific Economic Cooperation (APEC) — Information on 

Transparency Initiative, investment, government procurement, and 

(www.apecsec.org).

• Association of Southeast Asian Nations (ASEAN) — (www.asean

• South Asian Association for Regional Cooperation — (www.saa

• Pacific Basin Economic Council (PBEC) — PBEC is an associat

senior business leaders, which represents more than 1,200 businesse

economies in the Pacific Basin region (www.pbec.org).

• United Nations — Centre for International Crime Prevention (CI

Global Program Against Corruption (www.UNCJIN.org/CICP/cic

UN Development Program (UNDP) — Management Developmen

Governance Division (magnet.undp.org).

33

Fighting Global Corruption — Business Risk Management
• World Trade Organization (WTO) — Working Group on Transp

Government Procurement Practices (www.wto.org).

• The World Bank — Public Sector Group, World Bank Anticorrup

Strategy, information on preventing corruption in WB projects, he

countries reduce corruption, and supporting international efforts

(www.worldbank.org/publicsector/anticorrupt/); Economic Developm

Institute (EDI), World Bank Anticorruption Diagnostic Surveys

(www.worldbank.org/wbi/governance).

• The Global Corporate Governance Forum — An OECD and W

Initiative to help countries improve corporate governance standards 

corporate ethics (www.worldbank.org or www.worldbank.org/html/fp

privatesector/cg/index.htm); OECD Principles of Corporate Governa

(www.oecd.org/daf/governance/principles.htm)

• International Monetary Fund (IMF) — Codes of Good Practices 

Monetary and Financial Policies (www.imf.org/external/np/mae/mf

index.htm).

• World Customs Organization (WCO) — (www.wcoomd.org).

• Inter-American Development Bank (IDB) — (www.iadb.org).

• Asian Development Bank (ADB) — (www.adb.org).

• African Development Bank (AfDB) — (www.afbd.org).

• European Bank for Reconstruction and Development (EBRD) 

(www.ebrd.com). 

• Americas’ Accountability/Anti-Corruption (AAA) Project —

(www.respondanet.com).

• Anti-Corruption Network for Transition Economies —

(www.nobribes.org).

• Inter-Parliamentary Union — (www.ipu.org).

• World Forum on Democracy — (www.fordemocracy.net).

• National Democratic Institute for International Affairs (NDI) —

(www.ndi.org).

• The International Republican Institute (IRI) — (www.iri.org).

• International Center for Journalists — (www.icfj.org); World Ass

of Newspapers — (www.fiej.org).

• The Carter Center — (www.cartercenter.org).

• The Asia Foundation — (www.asiafoundation.com).

• The National Endowment for Democracy (NED) — (www.ned.o

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Fighting Global Corruption — Business Risk Management
APP

GUIDING PRINCIPLES FOR FIGHTING

CORRUPTION AND SAFEGUARDING INTEGRITY

AMONG JUSTICE AND SECURITY OFFICIALS

The following Anticorruption Principles were developed and approved by the U

States Government in the preparation of the First Global Forum on Fighting C

and Safeguarding Integrity Among Justice and Security Officials, held in Wash

D.C. in February 1999. Discussion at this Conference, among the many part

from around the world, addressed most of these principles. Today they continue 

an effective checklist in the fight against corruption and safeguarding integrity a

government officials.

NOTE: Annotated Version. In this document, each of the practices is follo

parenthetical letter or letters indicating from which source or sources the st

of the practice was derived, including agreements, documents and other so

existing international literature or experience regarding corruption, public 

or related matters of crime. Sources including those from the UN, OECD

GCA, EU and CoE are identified in the listing at the end of this documen

Corruption, dishonesty and unethical behavior among public officials repr

serious threats to the basic principles and values of government, undermin

confidence in democracy and threatening to erode the rule of law. The aim 

Guiding Principles is to promote public trust in the integrity of officials w

public sector by preventing, detecting, and prosecuting or sanctioning offic

corruption and unlawful dishonest, or unethical behavior. 

It is anticipated that these guiding principles will be implemented by each

government in a manner appropriately tailored to the political, legal, econo

cultural circumstances of the country. Due to the different functions and m

different judicial, justice, and security officials, not all practices are applicab

categories. This document does not prescribe a specific solution to corrup

among justice and security officials, but rather offers a list of potentially eff

corruption-fighting practices for consideration. 

The list of practices, which may apply to other sectors of government in ad

justice and security officials, is intended to help guide and assist governmen

developing effective and appropriate means to best achieve their specific pu

integrity ends.

1. Establish and maintain systems of government hiring of justice an

security officials that assure openness, equity and efficiency and p

hiring of individuals of the highest levels of competence and integ

Effective practices include:

• Systems for equitable compensation adequate to sustain appropria

livelihood without corruption (I, K, O);

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Fighting Global Corruption — Business Risk Management
• Systems for open and merit based hiring and promotion with obj

standards (C, I, J);

• Systems which provide assurance of a dignified retirement withou

to corruption (I, K, O);

• Systems for thorough screening of all employees for sensitive posit

• Systems for probationary periods after initial hiring (M);

• Systems which integrate principles of human rights with effective 

for preventing and detecting corruption. (M).

2. Adopt public management measures that affirmatively promote an

uphold the integrity of justice and security officials.

Effective practices include:

• An impartial and specialized institution of government to adminis

codes of conduct (C, D, I, J, K);

• Training and counseling of officials to ensure proper understandin

responsibilities and the ethical rules governing their activities as w

own professionalism and competence (C);

• Training addressed to issues of brutality and other civil rights viola

often correlate with corrupt activity among justice and security of

substantial international literature relating to human rights issues)

• Managerial mechanisms that enforce ethical and administrative st

conduct (B, D, H, I, J, K);

• Systems for recognizing employees who exhibit high personal inte

contribute to the anti-corruption objectives of their institution (O

• Personnel systems that include regular rotation of assignments to 

insularity that fosters corruption (B,D, J, K, O);

• Systems to provide appropriate oversight of discretionary decision

personnel with authority to make discretionary decisions (B, D, J

• Systems that hold supervisors accountable for corruption control 

J, K, O);

• Positive leadership which actively practices and promotes the high

standards of integrity and demonstrates a commitment to prevent 

detect corruption, dishonesty and unethical behavior (I, O);

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Fighting Global Corruption — Business Risk Management
• Systems for promoting the understanding and application of ethic

and the standards of conduct required (I, O);

• Mechanisms to support officials in the public sector where there i

that they have been unfairly or falsely accused. (O)

3. Establish ethical and administrative codes of conduct that proscrib

conflicts of interest, ensure the proper use of public resources, and 

the highest levels of professionalism and integrity.

Effective practices include:

• Prohibitions or restrictions governing officials participating in offi

matters in which they have a substantial direct or indirect financi

(I, J, O);

• Prohibitions or restrictions against officials participating in matter

persons or entities with whom they are negotiating for employme

financial interest (I, J, O);

• Limitations on activities of former officials in representing private 

personal interests before their former governmental agency or dep

such as prohibiting the involvement of such officials in cases for w

former officials were personally responsible, representing private i

their improper use of influence upon their former governmental a

department, or using confidential knowledge or information gain

their previous employment as an official in the public sector (O);

• Prohibitions and limitations on the receipt of gifts or other advan

(F, I, J, O);

• Prohibitions on improper personal use of government property an

resources (C, F, O).

4. Establish criminal laws and sanctions effectively prohibiting bribe

misuse of public property, and other improper uses of public offic

private gain.

Effective practices include:

• Laws criminalizing the giving, offer or promise by any party (“acti

the receipt or solicitation by any official (“passive”) of a bribe, and

criminalizing or sanctioning the giving or receiving of an imprope

or improper gift. (A, C, E, F, G, J, others);

• Laws criminalizing or sanctioning the illegal use by officials of gov

information (C, F);

• Laws affirming that all justice and security officials have a duty to 

honest services to the public and criminalizing or sanctioning brea

that duty (J);

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Fighting Global Corruption — Business Risk Management
• Laws criminalizing improper use of official power or position, eith

detriment of the government or for personal enrichment.

5. Adopt laws, management practices and auditing procedures that m

corruption more visible and thereby promote the detection and re

of corrupt activity.

Effective practices include:

• Systems to promote transparency, such as through disclosing the f

circumstances of senior officials (C, I, J, K).

• Measures and systems to ensure that officials report acts of corrup

to protect the safety, livelihood and professional situation of those 

including protection of their identities to the extent possible unde

(F, I, J);

• Measures and systems that protect private citizens who, in good fa

acts of official corruption (C, D, E, F, I, J, M);

• Government revenue collection systems that deter corruption, in 

by denying tax deductibility for bribes or other expenses linked to

corruption offenses (B, C, D, K);

• Bodies responsible for preventing, detecting, and eradicating corru

and for punishing or disciplining corrupt officials, such as indepen

ombudsmen, inspectors general, or other bodies responsible for re

and investigating allegations of corruption (B, D, I, J);

• Appropriate auditing procedures applicable to public administrati

the public sector (D, I, J, K);

• Appropriately transparent procedures for public procurement that 

fair competition and deter corrupt activity (B, C, D, F, I, K).

• Systems for conducting regular threat assessments on corrupt activ

6. Provide criminal investigators and prosecutors sufficient and appr

powers and resources to effectively uncover and prosecute corrupt

crimes.

Effective practices include:

• Empowering courts or other competent authorities to order that b

financial or commercial records be made available or be seized, an

bank secrecy not prevent such availability or seizure (C, E, K, L, M

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Fighting Global Corruption — Business Risk Management
• Authorizing use under accountable legal supervision of wiretaps o

interception of electronic communication, or recording devices, in

investigation of corruption offenses (E, F, K, M);

• Authorizing, where appropriate, the admissibility of electronic or 

recorded evidence in criminal proceedings relating to corruption o

(E, F, K, M);

• Employing where appropriate systems whereby persons charged w

corruption or other corruption-related criminal offenses may secu

advantageous treatment in recognition of assisting in the disclosur

prosecution of corruption offenses (E, F, L, M);

• The development of appropriate information gathering mechanis

prevent, detect and deter official corruption and dishonesty (O).

7. Ensure that investigators, prosecutors and judicial personnel are s

impartial to fairly and effectively enforce laws against corruption.

Effective practices include:

• Personnel systems to attract and retain high quality corruption 

investigators (O);

• Systems to promote the specialization and professionalization of p

and organizations in charge of fighting corruption (D, E, K);

• Establishment of an independent mechanism within judicial and 

agencies with the duty to investigate corruption allegations, and w

power to compel statements and obtain documents from all agenc

personnel (I, O);

• Codes of conduct or other measures that require corruption inves

prosecutors, and judges to recuse themselves from any case in whi

political, financial or personal interests might reasonably raise que

about their ability to be impartial. (O);

• Systems that allow for the appointment, where appropriate, of spe

authorities or commissions to handle or oversee corruption invest

and prosecutions (O);

• Standards governing the initiation of corruption investigations to 

that public officials are not targeted for investigation for political r

(O).

39

Fighting Global Corruption — Business Risk Management
8. Ensure that criminal and civil law provide for sanctions and reme

that are sufficient to effectively and appropriately deter corrupt 

activity.

Effective practices include:

• Laws providing substantial criminal penalties for the laundering o

proceeds of public corruption violations (A, C, E, K, M);

• Laws providing for substantial incarceration and appropriate forfe

assets as a potential penalty for serious corruption offenses (A, C, 

others);

• Provisions to support and protect whistleblowers and aggrieved pr

parties (B, D, I, K).

9. Ensure that the general public and the media have freedom to rec

impart information on corruption matters, subject only to limitat

restrictions which are necessary in a democratic society.

Effective practices include:

• Establishing public reporting requirements for justice and security 

that include disclosure about efforts to promote integrity and com

corruption (D, H, J, K);

• Enacting laws or other measures providing a meaningful public ri

access to information about corrupt activity and corruption contr

activities (D, H, I, J, K).

10. Develop to the widest extent possible international cooperation in 

of the fight against corruption.

Effective practices include:

• Systems for swift and effective extradition so that corrupt public o

can face judicial process (A, C, E, G, I, M, others);

• Systems to enhance international legal assistance to governments s

investigate and prosecute corruption violations (A, C, E, G, I, M, 

• Systems to facilitate and accelerate international seizure and repatr

forfeitable assets associated with corruption violations (A, C, E, F, 

others);

• Inclusion of provisions on combating corruption in appropriate b

and multilateral instruments (I, O).

40

Fighting Global Corruption — Business Risk Management
11. Promote, encourage and support continued research and public d

in all aspects of the issue of upholding integrity and preventing co

among justice and security officials and other public officials who

responsibilities relate to upholding the rule of law.

Effective practices include:

• Appointment of independent commissions or other bodies to stud

report on the effectiveness of efforts to combat corruption in part

agencies involved in justice and security matters (O);

• Supporting the efforts of multilateral and non-governmental orga

to promote public integrity and prevent corruption (O);

• Promoting efforts to educate the public about the dangers of corr

and the importance of general public involvement in government 

control corrupt activity (C, I, J, K, O).

12. Encourage activities of regional and other multilateral organizatio

anti-corruption efforts.

Effective practices include:

• Becoming parties, as appropriate, to applicable multilateral legal

instruments containing provisions to address corruption (I);

• Cooperating in carrying out programs of systematic follow-up to 

and promote the full implementation of appropriate measures to 

corruption, through mutual assessment by governments of their le

practical measures to combat corruption, as established by pertine

international agreements. (A, E, L, I, O);

• Participating actively in future international conferences on promo

integrity and combating corruption among justice and security of

41

Fighting Global Corruption — Business Risk Management
Listing of Sources for Guiding Principles

A. OECD Convention on Combating Bribery of Foreign Public Official

International Business Transactions.

B. OECD Council Recommendations Against Corruption, May 1997.

C. OAS Inter-American Convention Against Corruption.

D. Council of Europe Committee of Ministers 20 Recommendations Ag

Corruption, November 1997.

E. Council of Europe Criminal Law Convention on Corruption.

F. Council of Europe Conclusions of the Second European Conference o

Specialized Services in the Fight Against Corruption, October 1997.

G. European Union Convention on Corruption of EU or Member Offic

1997.

H. European Parliament Resolution on Combating Corruption in Europ

I. Global Coalition for Africa, Principles to Combat Corruption in Afric

Countries, February, 1999.

J. United Nations Secretariat Manual: Practical Measures Against Corrup

1990.

K. United Nations Commission on Crime Prevention and Criminal Justi

Report of Expert Group on Action Against Corruption and Bribery, 

March 1997.

L. United Nations Convention Against Illicit Trafficking in Narcotic Dru

Psychotropic Substances.

M. United Nations Convention Against Transnational Organized Crime, 

N. Financial Action Task Force, 40 Recommendations.

O. Observed experience of governments (“common sense”).

42

Fighting Global Corruption — Business Risk Management
APP

BIBLIOGRAPHY

* The Foreign Corrupt Practices Act of 1977, 15 U.S.C. 78m, 78dd-1

(1988). [Public Law 95-213, 91 Stat. 1494, as amended by the Omni

and Competitiveness Act of 1988, Public Law 100-418, sections 5001

(H.R. 4848), and the International Antibribery and Fair Competition 

1998 (S.2375).]

OECD Convention on Combating Bribery of Foreign Public Official

International Business Transactions, 37 I.L.M. 1 (1998). [Adopted No

21, 1997, Signed December 17, 1997.]

OECD Commentaries on the Convention on Combating Bribery of 

Public Officials in International Business Transactions 37 I.L.M. 1, 8 

[Adopted by the Negotiating Conference on November 21, 1997.]

Council of Europe, Criminal Law Convention on Corruption, Januar

1999, ETS No. 173.

Council of Europe, Civil Law Convention on Corruption, November 

ETS No.174.

Istanbul OSCE Summit 1999 — Charter for European Security. Rul

and Fight Against Corruption.

Stability Pact for South Eastern Europe, Anti-Corruption Initiative an

Compact of the Stability Pact, June 10, 1999 in Cologne.

Inter-American Convention Against Corruption, OEA/Ser.K/XXXIV.

CICOR/doc.14/96 rev.2; See also 35 I.L.M. 724. (Adopted March 29

Global Coalition for Africa, Principles to Combat Corruption in Afric

Countries; Collaborative Frameworks to Address Corruption, Februar

1999.

Financial Action Task Force on Money Laundering (FATF), Forty

Recommendations, April 1990, amended 1996.

UN Declaration on Corruption and Bribery in International Business

Transaction, GA A/Res/51/191 (December 16, 1996); UN Resolution 

International Code of Conduct for Public Officials, GA A/Res/51/59

Resolution on International Cooperation Against Corruption and Bri

International Commercial Transactions, GA A/Res/52/87 (December 

1997); UN Convention Against Transnational Organized Crime (Nov

15, 2000).

World Trade Organization (WTO) — Working Group on Transparen

Government Procurement Practices.

43

Fighting Global Corruption — Business Risk Management
44

Fighting Global Corruption — Business Risk Management

RECOMMENDATIONS FOR FURTHER READING

International Chamber of Commerce. “Fighting Bribery: A Corporat

Practices Manual.” Edited by Francois Vincke, Fritz Heimann and R

ICC Publishing, Inc., 2000. See also, supra, at ICC Website: “Extort

Bribery in International Business Transaction: ICC Rules of Conduct

American Bar Association, Section of International Law and Practice

Foreign Corrupt Practices Act: How to Comply Under the New Ame

and the OECD Convention,” 2000; “Complying with the FCPA: A G

U.S. firms Doing Business in the International Marketplace,” 1999;

International Practitioners’ Workshop Materials. “The Foreign Corru

Practices Act: Elements, Due Diligence, and Affirmative Defenses — 

A Practical Guide,” 1999.

Carole L. Basri, Stephen S. Cowen, Joseph Murphy and Gregory J. W

“Corporate Compliance.” Carole L. Basri, Joseph E. Murphy and He

Zinn. “Advanced Corporate Compliance Workshop.” Practising Law

Institute, annual workshops, 1999-2001. 

Andrew L. Frey and Michael R. Bromwich. “Sentencing of Organiza

Practice Under the Federal Sentencing Guidelines, 4th ed.,Vol.I, Ch. 

(Phylis Skloot Bamberger, David J. Gottlieb, editors). Aspen Law & 

2001.

Michael Zeldin and Carlo di Florio. “Global Risk Management Und

International Anticorruption Conventions,” ACCA Docket (The Jour

American Corporate Counsel Association) 18, no.1 (2000): 18-45.

Jeffrey M. Kaplan, Joseph E. Murphy and Winthrop Swenson. “Com

Programs and the Corporate Sentencing Guidelines: Preventing Crim

Civil Liability.” Clark Boardman & Callaghan, 2000.

Stuart H. Deming. “The Foreign Corrupt Practices Act: The Accoun

Record-Keeping Provisions,” 1 Business Laws, Inc. (FCPA) § 112.001 

John D. Sullivan. “Combating Corruption: A Policy Tool Kit.” (1999

“Corporate Governance: Transparency Between Government and Bus

(2000). (www.cipe.org).

The World Bank. “The Quality of Growth.” The International Bank 

Reconstruction and Development/The World Bank, Oxford Universit

(2000).

Jeffrey P. Bialos and Gregory Husisian. “Foreign Corrupt Practices Ac

Coping with Corruption in Transitional Economies.” Oceana, 1997.
Transparency International. “TI Source Book,” 1996. (Other useful T

materials can also be found at www.transparency.de/documents/). 

Igor Abramov. “Promoting Good Practice in Russia.” Business Infor

Services for the Newly Independent States (October 1999) 

[BISNIS Bulletin is published by the U.S. Department of Commerce

(www.bisnis.doc.gov/bisnis/bulletin).

Stephen F. Black and Roger M. Witten. “Complying with the Foreig

Corrupt Practices Act.” Matthew Bender, 1997 (with yearly updates 

2000).

The World Bank. “Corporate Governance: A Framework for Implemen

(Follows closely themes discussed at “The Global Corporate Governanc

sponsored by the World Bank and the OECD, held in Washington, DC

September 1999.) The World Bank Publication, 2000.

45

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