The UK Secretary of State for Justice today announced that the new UK Bribery Act will enter into force on 1 July 2011. Simultaneously with that announcement he published long-awaited Guidance on procedures that commercial organisations (companies, etc) can put into place to prevent persons associated with them from committing acts of bribery; bribery for which the company itself can be held criminally liable. While ultimately it remains for the UK Courts to interpret the new Act, the Guidance will in the meantime provide a benchmark for how companies all over the world should react to this important, far-reaching, and in some respects controversial public policy legislation. The chosen approach is not prescriptive – no-one is required to do anything as a result of the Act coming into force – but rather the Guidance seeks to advance the notion of corporate “self-policing”, tailored to a company’s individual circumstances, adopting proportionality as the guiding principle; therefore, SMEs will not ordinarily be required to commit the same time and resources to compliance programmes as those expected of large multi-nationals. The Guidance deals directly with the statutory defence made available to companies who are found to have failed to prevent bribery within their organisation. By showing they have “adequate procedures” in place to prevent bribery – even if isolated acts of bribery are discovered – companies may still be relieved of criminal liability and the accompanying financial penalties. However, the Guidance also provides explanatory commentary on much more than the “failure to prevent bribery” offence: Various | terms used to define a criminal act of bribery are clarified; examples are given to assist in determining acceptable parameters for corporate hospitality; a broad interpretation is given to who may be deemed a “foreign public official”; permitted incentives offered as part of public tender processes are distinguished from illegal bungs; it is suggested that “doing business in the UK” will not include a mere listing on the London Stock Exchange or having an “independently acting” UK subsidiary; “associated persons” (whose actions can lead to a company being criminalized for failing to prevent bribery) will include suppliers, contractors and joint ventures in some cases; and it is envisaged that prosecutors will consider very carefully the specific context and public interest matters before deciding to take action against facilitation payments. Of direct interest to commercial organisations effected by the Act, are the six principles of Proportionate procedures, Top-level commitment, Risk Assessment, Due diligence, Communication (including training) and Monitoring and Review, described at some length in the Guidance and carefully illustrated by case studies. Again, whilst not prescriptive, these six principles aim to assist companies in designing their own compliance procedures, suited to their own particular circumstances. A “Quick Start Guide” is also provided, with SMEs especially in mind, as a introduction to complying with the new law. In his forward to the Guidance paper, the Justice Minister states, “These are certainly tough rules. But readers should understand too that they are directed at making life difficult for the mavericks responsible for | corruption, not unduly burdening the vast majority of decent, law-abiding firms.” The Guidance can be found at: Link 1 The Quick Start Guide can be found at: Link 2 The full text of the UK Bribery Act 2010 (in English) can be found at: Link 3 Katie Schoultz is a partner at Schoultz & Partners, Law Office, Prague, specializing in anti-bribery compliance advice and internal corporate programmes. 
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