In this age of global business, it is imperative to have an effective FCPA compliance program. In this webinar co-hosted with Paul Murdock of MCG Consulting we touched on: -The Foreign Corrupt Practices Act compliance -How to build an effective FCPA Compliance program -Learn how to prepare your program to 'protect' your company To watch video recordings of this webinar visit; https://mco.mycomplianceoffice.com/mco-webinar/best-practices-to-achieve-an-effective-fcpa-compliance-program

1. Foreign Corrupt Practices
Act (“FCPA”)
Webinar Presentation: Paul A. Murdock
MCG Consulting Services, LLC
July 12, 2017

2. Hosted by

3. Paul A. Murdock
MCG Consulting Services, LLC

4. Paul Murdock has over 25 years’ experience in the financial services industry. Prior to
forming MCG Compliance Services LLC, he led the Securities Consulting and Professional
Services Practice for Wolters Kluwer Financial Services. Previously he led the Capital
Markets and Investment Management Practice of Ernst & Young LLP in New York. His
clients have included diversified financial services companies, broker-dealers, banks,
investments advisers, hedge funds, private funds and mutual fund companies.
Previously, he has been the Chief Compliance Officer for firms such as BlackRock and
Prudential Insurance.
Paul A. Murdock
Managing Director, MCG Consulting Services, LLC
4

5. Historical Context
• The Foreign Corrupt Practices Act (FCPA) was enacted in 1977 in response to revelations
of widespread bribery of foreign officials by U.S. companies in order to win business.
• The FCPA was enacted by Congress in the wake of the Watergate scandal. Congress
passed the FCPA in response to a Securities & Exchange Commission study. The study
revealed that over 400 U.S. companies admitted making questionable or illegal payments
(in excess of $300M) to foreign government officials, politicians and political parties.
Overview of the FCPA
5

6. FCPA 1977 and Amended
• A U.S. law that prohibits companies engaged in business in foreign jurisdictions from
payments to governmental representatives.
• Two Components of the FCPA:
o The Prohibitions on Improper Payments (Anti-Bribery Provisions)
o The Accounting Regulations
• FCPA enforcement actions by the Securities and Exchange Commission (SEC) and the
Department of Justice (DOJ), which share enforcement authority for the FCPA, have
increased in recent years.
Overview of the FCPA
6

7. • What industries do we have today?
o Financial Services
o Consumer Products
o Health Care
o Other
• What is your role in the organization:
o CCO
o CRO
o Audit
o Legal
Today’s audience (polling questions)
7

8. • Who is potentially liable
• Did your employee influence an improper payment
• Who was the recipient of the payment
• Did the violator have “corrupt intent”
Keys to determining liability under the FCPA
8

9. • Who is potentially liable
• Did your employee influence an improper payment
• Who was the recipient of the payment
• Did the violator have “corrupt intent”
Keys to determining liability under the FCPA (cont.)
9

10. • Who is potentially liable
• Did your employee influence an improper payment
• Who was the recipient of the payment
• Did the violator have “corrupt intent”
Keys to determining liability under the FCPA
10

11. • Companies must have written policies in place
• Annual Training for staff on FCPA policies
• Annual attestation to above policies by the following:
o Senior Management
o Sales & Finance staff
o Accounting staff who approve expenses
• Review of contracts with all vendors and business associates—ensuring code of conduct to
be in compliance with FCPA
o Request and/or review vendor and business associates policies regarding FCPA
• Firm should have Disciplinary Procedures for those that violate policies—review with
internal/external counsel
• Consultants and temporary staff should be scrutinized
Things to do to protect your organizations, officers and
employees
11

12. • RecordKeeping
o The recordkeeping and internal controls provisions apply only to companies registered with the
SEC for reporting purposes (i.e., publicly-traded companies).
• Review of marketing expenses
o Scrutinize marketing expenses in foreign jurisdictions
• Affiliates reporting to Parent Company
o Strong control and reporting structure
• Use of outside experts to review program periodical
o Consulting firm
o External Auditors
• Implementation of technology tools to track, assess the efficacy of compliance programs
Things to do to protect your organizations, officers and
employees
12

13. • When any employees are meeting with foreign officials they should talk to
compliance/legal about firm’s policies
• Gifts & Entertainment Policy (employees should review policy)
o Officers, Sales staff, Finance/Accounting, Marketing, Business Development
Practical application to your employees
13

14. From the FCPA Compliance Program perspective,
Our greatest strength is: FCPA
• Awareness
• Training
• ‘Field’ Practices
• Monitoring
• Reporting
• Other
14

15. • Awareness
• Training
• ‘Field’ Practices
• Monitoring
• Reporting
• Other
And our greatest exposure is: FCPA
15

16. 0
5
10
15
20
25
30
1975 1980 1985 1990 1995 2000 2005 2010 2015 2020
FCPA Cases
FCPA Cases over the years (1977-Present)
16
https://www.sec.gov/spotlight/fcpa/fcpa-cases.shtml

17. 5
26
9
8 8
10
15 15
12
10
18
8
5
4
1
3
5
1 1 1 1 1 1 1
2
0
5
10
15
20
25
30
2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1997 1996 1986 1981 1980 1979 1978
FCPA Cases
# of Cases
FCPA Cases over the years (1977-Present)
17
https://www.sec.gov/spotlight/fcpa/fcpa-cases.shtml

18. • 1. Siemens (Germany): $800 million in 2008.
• 2. Alstom (France): $772 million in 2014.
• 3. KBR / Halliburton (USA): $579 million in 2009.
• 4. Teva Pharmaceutical (Israel): $519 million in 2016.
• 5. Och-Ziff (USA): $412 million in 2016.
• 6. BAE (UK): $400 million in 2010.
• 7. Total SA (France) $398 million in 2013.
• 8. VimpelCom (Holland) $397.6 million in 2016.
• 9. Alcoa (U.S.) $384 million in 2014.
• 10. Snamprogetti Netherlands B.V. / ENI S.p.A (Dutch subsidiary and Italian parent) $365 million in 2010.
Source: http://www.fcpablog.com
Top 10 Cases FCPA Cases

19. • Washington D.C., Sept. 29, 2016 — The Securities and Exchange Commission today announced
that Och-Ziff Capital Management Group has agreed to pay nearly $200 million to the SEC to settle
civil charges of violating the Foreign Corrupt Practices Act (FCPA).
Och-Ziff
19

20. • Las Vegas Sands Corp. (January 19) paid a criminal fine of nearly $7 million for Foreign Corrupt
Practices Act offenses in China and Macau. The casino and resort operator admitted paying $5.8
million to a China consultant "without any discernable legitimate business purpose." A Sands finance
department employee and an outside auditor warned the company that some of the money paid to the
consultant couldn't be accounted for, but the payments continued.
Las Vegas Sands Corp
20

21. • Victor Hugo Valdez Pinon (February 2), 54, a Texas-based citizen of Mexico, was sentenced to a
year and a day in federal prison for a plot to bribe Mexican officials in exchange for airplane
maintenance contracts. He had pleaded guilty to conspiracy to violate the FCPA and conspiracy to
commit wire fraud. He was also ordered to forfeit $250,000 and pay restitution of about $90,000.
Victor Hugo Valdez Pinon
21

22. • MyComplianceOffice
• An Internal / Custom Application
• Other
• No Technology for FCPA tracking, monitoring, or reporting
What technology platform do you use within Compliance to assist
and support your monitoring and reporting requirements? Select:
22

23. • Key take-aways from today’s presentations More information:
https://www.justice.gov/criminal-fraud/foreign-corrupt-practices-act
• How can MCO Help
In conclusion
23

24. Sample Investment Advisory Policy
24
Foreign Corrupt Practices Act Compliance Policy
The Firm will conduct every business transaction (including without limitation, operations, negotiations, and
marketing) with integrity and will comply with: (a) the laws and regulations of the United States, particularly the
provisions of the Foreign Corrupt Practices Act (“FCPA”); (b) the laws and regulations of each foreign country in
which the Firm operates or is looking to operate; and (c) the Firm’s Manual and Code of Ethics.
Access Persons are prohibited from offering, promising, making, authorizing or providing (directly or indirectly) money or anything of value to any Foreign
Government Official (defined below and including family members of the official and former officials) or political party to (I) influence an official act or decision
of the Foreign Government Official or foreign political party; (ii) induce the Foreign Government Official or foreign political party to violate a lawful duty; or (iii)
induce the Foreign Government Official or foreign political party to influence or affect an act or decision of a Foreign Government Entity (defined below),
foreign political party, or public international organization, in each case in order to obtain or retain business or otherwise secure an improper advantage for
the Firm. “Anything of value” under FCPA includes: cash, cash equivalents, gifts, entertainment, travel expenses, and accommodations. A “Foreign
Government Official” includes any official, employee or agent of: (I) a Foreign Government Entity; (ii) a non-United States political party; or (iii) a public
international organization such as the United Nations or the World Bank. Candidates for political office are also included. A “Foreign Government Entity”
includes: (I) any non-United States national, regional, territorial, state, district, county or municipal government; (ii) any board, agency or subdivision thereof;
or (iii) any entity that is owned or controlled by a Foreign Government Entity.
Neither the Firm’s funds nor funds from any other source, including personal funds, may be used to make any of the payments, gifts or transfers prohibited
above on behalf of or for the benefit of the Firm.
To the extent applicable, the CCO will be responsible for implementing recordkeeping, reporting and enforcing provisions under the FCPA. Failure to comply
with this policy may result in significant civil and criminal penalties for the Firm and the individuals involved and cause disciplinary action against such
individuals, up to and including termination. If an Access Person knows or learns of a violation of the anti-bribery laws or of this policy by the Firm, he or she
must promptly report the facts to the CCO. In addition, the Firm will require independent third parties who represent the Firm (such as agents, consultants,
and contractors) to conduct themselves in a manner consistent with this policy.

25. Q&A

26. • Affordable SaaS solution
• Scalable into the future
• Integrates with existing systems
• Manage by alerts not reports
• Dashboards deliver greater oversight
• Custom questionnaire builder
• Continuous updates to the software
• Multiple data capture points
• Dedicated implementation team
MCO platform
26

27. Contact
27
MyComplianceOffice
Email: advance@mycomplianceoffice.com
Website: https://mco.mycomplianceoffice.com
Paul Murdock,
Managing Director
MCG Compliance Services, LLC
eM: Paul.Murdock@MCGComply.com
Website: www.MCGComply.com
t: +1.877.845-4671
f: +1.877.845-4671
eM: info@mcgcomply.com

28. Thank You
Call (866) 951-2279
advance@mycomplianceoffice.com
@mycompliance