Foreign Corrupt Practices Act Policy

Summary

This Foreign Corrupt Practices Act Policy (FCPA) template provides a basic company policy for compliance with the FCPA by the employees of the company. This template includes practical guidance and drafting notes. For companies that conduct significant international business or that otherwise have heightened corruption risk (e.g., because of the locations in which business is conducted, business done in a heavily regulated industry, or substantial reliance on third party representatives)more detailed FCPA procedures will likely be warranted. Note that many other countries also maintain expansive antibribery and anticorruption laws similar to – and in some cases more far-reaching than – the FCPA. Thus, while this template is focused on compliance with the FCPA, the language is broad enough that it should cover many other countries' analogous laws. The FCPA is the primary anti-bribery law that the U.S. government maintains with respect to actual and attempted bribery of non-U.S. government officials. The FCPA contains two primary provisions: the first, related to bribery, pertains to all U.S. persons, including U.S. companies and individuals and any person while in the United States; the second, related to books and records and internal controls, covers entities, regardless of nationality, that are publicly-traded in the United States. The U.S. Department of Justice vigorously enforces the law and, in the case of companies publicly traded in the United States, the U.S. Securities and Exchange Commission. Even for non-public companies, it is important to maintain robust books and recordkeeping procedures and internal controls. In recent years, large monetary fines have been imposed against many companies for FCPA violations. In addition, prison sentences are increasingly being imposed against individuals who violate the FCPA. It is thus imperative for companies conducting international business to adopt and implement a clear FCPA policy and to ensure that employees are aware of and comply with all aspects of the policy and the FCPA. For more information on the FCPA, see Foreign Corrupt Practices Act (FCPA).