The document discusses ethics in international business and the UK Bribery Act of 2010. It summarizes key aspects of the Act, including that it established four new bribery offenses and applies extraterritorially to any UK citizens or companies that conduct business in the UK. It discusses how the Act introduced a "failure to prevent bribery" offense where companies can be liable for bribes paid by associated persons, with the only defense being that adequate procedures were in place to prevent bribery. Enforcement is handled by the Serious Fraud Office, which can prosecute companies and individuals and enter into deferred prosecution agreements.

1. Ethics in International Business
The UK Bribery Act 2010
Dr. Flavio Inocencio
Lecturer in Law
Co-Director of the LLM in Oil, Gas and Energy
Email: flavio.inocencio@coventry.ac.uk

2. Why Corruption?

3. Al Yamamah Contract
• Selling military fighter planes to Saudi Arabia with
the total value of £50 Billion with allegedly £1 Billion
paid to the Saudis as payments.

4. Corruption as a Supply and Demand
Issue

5. Transparency International (TI)
• One of the best instruments to analyse the demand side of
corruption in different countries is the Corruption Perceptions
Index (CPI) by Transparency International.
• The Bribe Payers Index measures corruption from the supply
side.

6. Legal Instruments on Corruption
• OECD Convention Against Bribery 1997.
• United Nations Convention Against Corruption
2004.
• African Union Convention on Preventing and
Combating Corruption 2003.
• Foreign Corruption Practices Act (FCPA) 1977.
• UK Bribery Act 2010.

7. Bribery Act 2010
• The UK Bribery Act 2010 is one of the main
instruments to deal with acts of corruption
abroad.
• Acts of corruption can be committed by
individuals and commercial organisations in the
UK or abroad.
• The Act contains two general offences covering
the offering, promising or giving of a bribe (active
bribery) and the requesting, agreeing to receive
or accepting of a bribe (passive bribery).

8. Bribery Act: Offences
• Introduces four new offences:
1. The offering, promising or giving of an
advantage with the intent to induce a person to
act improperly.
2. Requesting, agreeing to receive, accepting of an
advantage intending that a function be
performed improperly.
3. Bribery of a foreign public official.
4. Failure by a commercial organisation to prevent
a bribe being paid for or on its behalf.

9. Bribery Act: Scope
• Applies to any British citizen or “person with a close
connection with” the UK.
• Covers bribe-paying anywhere in the world
• Covers bribes of any size
• Applies to any company if it has commercial
operations in the UK
• Extends to ‘associated persons’
• Personal liability (up to 10 years in jail)
• Corporate liability (unlimited fines)
• Director & Officer liability

10. Failure by a Commercial Organisation
– Corporate entity commits an offence if it, or anyone associated
with it, bribes another person in order to retain or obtain a
business advantage.
– Associated person means anyone: agents, intermediaries, brokers,
partners.
– Only defence is whether company has adequate procedures to
prevent bribery.

11. Strict Liability
• Strict liability of the Company for acts of
bribery done by associated persons.
– New offence of “failing to prevent bribery”
– Liability without fault.
– Only defence – “adequate procedures”
– Fines

12. Extraterritoriality
• If any part of the offence is committed in the UK or
if committed overseas by a person with a close
connection to the UK
• Corporate bribery offence: it is irrelevant where
the acts/omissions which form part of the offence
take place.
• Applies globally to companies who carry on any
part of their business in the UK
» UK management companies
» UK chartering brokers/insurance offices
» Companies with UK agents/distributors?

13. Enforcement Agency: Serious Fraud
Office (SFO)
• Prosecution Authority tackling complex fraud,
bribery and corruption.
• Created the Criminal Justice Act 1987 and
established in 1988.
• Investigatory Powers and Prosecutorial Powers
(contrary to the practice in the UK).
• Deferred Prosecution Agreements (DFA), a
company is charged but suspended as long it
meets certain conditions

14. F.H. Bertling Case
• F.H. Bertling Ltd. Is German Freight Service Company
and it was charged (13 July 2016) alongside seven (7)
individuals of conspiracy to make corrupt payments
to an agent of Sonangol under section 1 of the
Prevention of Corruption Act 1906 and section 1 of
the Criminal Law Act 1977.
• The payments were made in order to allow Bertling
to conduct its freight businesses in Angola in the
period between January 2005 and December 2006.

15. Question
• Why a German Company not incorporated in
Britain is being prosecuted in Britain?

16. Common Features of Anti-Bribery
Legal Instruments
• They seek to punish passive and active
bribery.
• Extra-territoriality effects.
• Establishment of criminal offences.
• Foreign public officials
• Penalties for individuals and organisations.
• Corporate liability.

17. Contact Details
• Dr. Flavio Inocencio
• flavio.inocencio@coventry.ac.uk