These presentations were delivered at the Inspirations event on 18 January 2011, focused on the new Bribery Act and the implications for UK organisations. Hosted by REDTRAY and Grant Thornton, we were joined by expert guest speakers from both Grant Thornton and Duane Morris.

1. Inspirations EventCompliance and Croissants: The Bribery Act 2010 and what it really means for your organisation REDTRAY and Grant Thornton 18 January 2010

2. Agenda 08:15-08:45 Registration, tea, coffee and pastries 08:45-09:00 Welcome and introductionTracy Capaldi-Drewett, Director, REDTRAY Ltd 09.00-09:30 A legal perspective on the Bribery Act 2010 Jonathan P. Armstrong, Partner, Duane Morris LLP 09:30-10:00 The Bribery Act 2010 and ensuring adequate proceduresBen Luddington, Grant Thornton UK LLP 10:00 -10:15 Harnessing learning technology to ensure compliance Tracy Capaldi-Drewett, Director, REDTRAY 10:15-10:30 Q&A sessionChaired by Tracy Capaldi-Drewett, Director, REDTRAY 10:30-11:00 Networking and a chance to try ALTO 11:00 Close

4. Bespoke and ‘off the shelf’ e-learning

5. Face to face classroom training

6. Virtual CloudRooms

7. Learning consultancy

9. A legal perspective on the bribery act 2010 Jonathan P. Armstrong, Partner Duane Morris LLP

10. Bribery & Corruption – To the UK & BeyondJonathan Armstrong Compliance & Croissants January 2011

12. Enacted 8th April 2010

13. Applies to public & private officials

14. Replaces legislation stretching back to 1889

15. Draft guidance consultation closed 5th November

16. In force 1st April 2011

19. Increases penalties - 10 years jail and/or unlimited fines for individuals, companies & partnerships

20. Offences

21. Offering, promising or giving an advantage

22. Requesting, agreeing to receive or accepting an advantage

23. Bribing a foreign public official

25. AON UK FSA fine of £5.25m (after 30% discount) Failure to establish and maintain systems Countries include: Bahrain Bangladesh Bulgaria Burma Indonesia Vietnam

27. Egypt

28. Gabon

29. Haiti

30. Hungary

31. India

32. Indonesia

33. Iraq

34. Israel

35. Kazakhstan

36. Korea

37. Latvia

38. Malaysia

40. Hospitality & promotional expenditure “Hospitality and promotional expenditure can be employed improperly and illegally as a bribe” Draft guidance Professional education often a cover ‘lavish’ MoJ want to trigger a review of hospitality standards SFO say “used.. to groom employees.. into a position of obligation and thereby prepare the way for major bribery”

42. Hospitality

43. Bans facilitation payments

44. De minimis levels

45. Adequate procedures

46. Policies must be reviewed

47. “clear, practical, accessible and enforceable”

49. Practical issues Stretch of in-house resources Death of privilege Consent to collect data Valid employee consent? Legal obligation in which country? Document/laptop seizures Helpline issues Especially sensitive data Need enhanced data security

50. Practical Steps Education, education, education Culture Zero tolerance of bribes - whether public officials or not? Systems no post-it notes tie in with other measures e.g. revenue recognition; export control pay

51. Practical Steps Code of conduct insufficient proper training and monitoring essential must be refreshed and not one hit e.g. webcasts, tweets not US centric Third parties e.g. agents; joint ventures; distributors proper due diligence contractual obligation to obey your policies (including records) right to audit no sub-agents without consent

52. Practical Steps Get to know audit committee Keep country focused for investigations & be sensitive to culture Work out a plan to get to regulators quickly Have the response team worked out External counsel PR/public affairs Plan, rehearse & revise response

53. Resources UK legislation – www.bit.ly/ukbribe Bribery & FCPA – www.bit.ly/rlbribe Dodd-Frank – www.bit.ly/usakzo Webcasts – www.tinyurl.com/jpa007 Twitter – www.twitter.com/armstrongjp

55. The Bribery Act 2010Anti-Bribery & Corruption Ben LuddingtonJanuary 2011

56. Why have adequate procedures

57. Guidance on adequate procedures Draft MoJ guidance October 2010 Transparency International guidance July 2010 GC 100 paper December 2009 Woolf report on ethical business conduct May 2008

58. An adequate procedures cycle Culture Top levelcommitment Policies and procedures Duediligence Effectiveimplementation Knowledge Riskassessment Action Monitoringand review

59. Knowledge Risk assessment Regular assessments New products and/or markets Due diligence Business relationships Responsibility for undertaking due diligence Repeat due diligence – how often?

60. Culture Top level commitment Senior management involvement Demonstrate zero tolerance Policies and procedures Policies should be clear and practicable Policies for gifts, hospitality and expenses Policy on facilitation payments Procedures applied consistently internal and externally

61. Action Effective implementation Detailed record of implementation Senior management understanding and involvement on implementation Approach – on the ground, through different layers of management Monitoring and review Individual(s) appointed with responsibility Confirmation of compliance/external audit? Regular review of effectiveness and compliance

62. A suggested approach Step 1 - Appoint a steering group with a chairman Step 2 - Conduct a corruption risk assessment Step 3 - Design mitigating procedures and controls Step 4 - Develop an implementation programme Step 5 - Develop a monitoring and review programme

63. A suggested approach - understand YOUR risk

64. The corruption risk assessment

65. Issues Corporate hospitality Facilitation payments M&A – successor liability Ignoring the Act

66. The Act comes into force April 2011

67. Thank you for your attention

68. Your presenter today Ben Luddington Associate Director T 020 7865 2604 M 07971 555 806 Eben.luddington@uk.gt.com

69. Harnessing learning technology to ensure compliance Tracy Capaldi-Drewett, Director REDTRAY

70. What can ALTO do for you? Scalable, robust SaaS solution No need to invest in hardware or IT resources Reduce financial and regulatory compliance risk Comprehensive tracking and reporting Identify and manage staff competency Reduce training administration costs

78. Bribery Act Compliance (Bac) e-learning REDTRAY and Routes2Training bring you: A complete customisable compliance solution, based on Ministry of Justice draft Guidance. The elearning addresses the direct and indirect obligations on UK business The Course covers: The Law and also case examples illustrating offences Internal and External Controls that enable compliance An Anti-Corruption Statement For full details email marketing@redtray.co.uk.

79. Q&A session Chaired by Tracy Capaldi-Drewett, Director REDTRAY

80. Networking and a chance to try alto and Elearning

81. Thank you! For further information, please contactmarketing@redtray.co.uk www.redtray.co.uk