FCPA Due Diligence for Third Party Agents used in ACI Houston FCPA Bootcamp

1. Uncovering Connections: A Third-Party Due Diligence Checklist Michael Volkov Partner (202) 263-3288 mvolkov@mayerbrown.com January 2011

2. Purposes of the Due Diligence Checklist Screen the Initial Terms of Relationship with Third Party Review the creation of relationship, or any subsequent changes to responsibilities or countries where agent operates Establish procedure for centralized review of contracts to ensure consistent standards Depending on size of company, should establish review at highest level within the company Develop a Different Checklist for Review of Individual Transactions

4. Purchasing Authority

5. Licensing or other regulatory authorities

6. Prior History of Bribery and other Crimes

7. Nature of Services, Compensation and Payment Method

8. Written contract

9. Representations and warranties on compliance

10. Right to inspect and audit third-party books

12. Make Sure Checklist Addresses Relationships with State-Owned Enterprises Justice Department interprets “foreign official” definition to include “state-owned enterprises” Justice Department has construed definition to apply to private companies in which government ownership stake is as small as 43 percent Out of abundance of caution, checklist threshold should be set at 20-33 percent 5

13. Ryan MorganFCPA SpecialistWorldComplianceryanm@worldcompliance.com(305) 579-2298 x262