05/00:Fighting Global Corruption: Business Risk Management

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Fighting Global Corruption: Business Risk Management

Information for Global Businesses and Organizations on Navigating the International Anticorruption Environment, May 2000

"An ounce of prevention is worth a pound of cure."
CORRUPTION: WHY IT MATTERS
Increasingly, in many parts of the world, companies and governments alike have recognized that corruption raises the costs and risks for doing business. Both sectors are working together to combat this problem and to enhance governance and transparency in global economies.
Corruption has a corrosive impact on both market opportunities overseas and the broader business climate. It also deters foreign investment, stifles economic growth and sustainable development, distorts prices, and undermines legal and judicial systems. More specifically, corruption is a problem in international business transactions, economic development projects, and government procurement activities.
The Trade Promotion Coordinating Committee Report of April 2000 states that from mid-1994 through April 1999, the U.S. Government learned of significant allegations of bribery by foreign firms in 294 competitions for international contracts valued at $145 billion. The report also states that the practice is global in scope, with 133 firms from 43 countries implicated in offering bribes for contracts in 96 buyer countries over the five-year period.
As a result of this problem, and to obtain a competitive advantage in the global markets of the 21st Century, a growing number of businesses are taking proactive steps to detect and prevent corruption.
DEVELOPING AN ANTICORRUPTION STRATEGY: DETECTION AND PREVENTION MEASURES FOR BUSINESSES
Since 1977, U.S. law has prohibited offers, promises, or payments to foreign officials, political parties, political officials, and candidates to secure business. A company running afoul of the Foreign Corrupt Practices Act (FCPA), or recently enacted anticorruption laws of other countries, may subject itself to criminal charges and substantial fines. Companies in these situations may also face loss of financing and insurance from national or international institutions and debarment from public contracting. Companies committing FCPA violations may also sustain damage to their reputations and their ability to compete for international business. See Appendix A for more information on the FCPA -- Antibribery Provisions.
Developing a comprehensive "anticorruption" compliance program as part of your company's standard business practice -- and that of your foreign subsidiaries -- may limit your company's risk and help avoid potential costs. An anticorruption compliance strategy can also help to protect your company's reputation, minimize its liability, and maintain its long-term viability.
Not all companies' needs are the same. A compliance program should be tailored to fit your company's needs and circumstances (e.g., the type of management structure and size of company).
GENERAL ELEMENTS OF AN EFFECTIVE CORPORATE COMPLIANCE PROGRAM
An effective corporate compliance program is one that ultimately yields intended results: education, detection, and deterrence.
In structuring your corporate compliance program, you may want to consider the following general elements typically found in successful compliance programs.

Full support of upper management. It is crucial that all of the elements of your company's corporate compliance program receive the full support of upper management.

The corporate compliance program must be enforced at all levels within the company.
If upper level management does not take efforts to combat corruption seriously, then neither will employees.

Establish and adhere to a written corporate code of conduct. Corporate directors, officers, employees, and agents put themselves at risk of incurring criminal or civil liability when they do not adhere to the FCPA or similar anticorruption laws of other countries.

A corporate code of conduct generally consists of a clearly written set of legal and ethical guidelines for employees to follow.
A comprehensive and clearly articulated code of conduct -- as well as clear policies and procedures relative to seeking guidance and making disclosures -- may reduce the likelihood of actionable misconduct by your employees.
It is important that a company's code of conduct be distributed to everyone in the company and, if necessary, translated into the languages of the countries abroad where your company operates.
Finally, developing a code of conduct should not be the final act. The code must be effectively implemented and enforced at all times.

Establish an organizational compliance structure. A compliance program may be run by one person or a team of compliance or ethics officers, depending on the size of your business.

Implementation and responsibility for a corporate compliance program by high-level management employees are vital for accountability.
Corporate compliance officers and committees can play key roles in drafting codes of conduct and educating and training employees on compliance procedures. Committee compliance members may include senior vice presidents for marketing and sales, auditing, operations, human resources, and other key offices.
Past experience has shown that empowering compliance officers with access to senior members of management and with the capacity to influence overall company policy on integrity issues can be of utmost importance.

Provide anticorruption training and education seminars. The overall success of a compliance program depends on promoting legal and ethics training at every level of the company.

Regular ethics and compliance training programs should be held for all company employees, including board members and senior management officials.
Compliance programs should educate employees at all levels of the company about the FCPA and, when necessary, other countries' anticorruption laws.
More specific legal and ethical training may be necessary for employees in high-risk areas.
A company should also take reasonable measures to communicate its values and procedures in an open environment to encourage participation and feedback.
Employees should be informed as to whom they should contact to report violations or ask questions.
Training materials which are both interactive and cost effective can help build employee support for a compliance program.
Most importantly, compliance issues should not be limited to training classes and the compliance team: compliance should be stressed as an integral part of the company's way of doing business.

Undertake due diligence. Conducting prompt and thorough due diligence reviews is vital for ensuring that a compliance program is efficient and effective. Due diligence reviews are also key for preventing potential harm to the company's reputation.

Self-monitoring, monitoring of suppliers, and reports to the Board of Directors are all good tools for ensuring that a compliance program is being followed.
Moreover, from vetting new hires, agents, or business partners to assessing risks in international business dealings (e.g., mergers, acquisitions, or joint ventures), due diligence reviews can uncover questionable conduct and limit liability.

Auditing and internal accounting controls. Auditing and monitoring of systems of internal accounting controls contribute toward building an effective compliance program by the early detection of inaccuracies and misconduct (e.g., bribery, fraud, or other corporate malfeasance). Financial disclosure and reporting should be an integral part of a company's internal accounting controls.

Companies should have a clear and concise accounting policy that prohibits off-the-books accounts or inadequately identified transactions.
Companies should monitor their accounts for inaccuracies and for ambiguous or deceptive bookkeeping entries that may disguise illegal bribery payments made by or on behalf of a company. The FCPA requires compliance with various accounting and record-keeping provisions. See Appendix A for more information on the FCPA-Antibribery Provisions.

Compliance mechanisms. Enforcement of a company's code of conduct is critical. Compliance officers should be accessible so that employees will feel comfortable discussing any of their compliance questions or concerns.

Creating reporting mechanisms with adequate policies on confidentiality and non-retaliation as well as other safeguards related to reporting is extremely important.
Whistleblowing protections, suggestion boxes, or "Help-lines" facilitate detection and reporting of questionable conduct.

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"I think I may have made a mistake."
An effective and non-threatening environment that encourages reporting and questions is important to assist employees and agents (especially those in the field) when confronted with questionable situations. _________________________________________________________________________________

Companies should provide guidance to assist employees and agents on how to cope with and resolve difficult situations. Such counseling not only protects the person in the field, it also protects the company.

Discipline. A company should ensure that all employees understand that failure to comply with its compliance policy and procedures will result in disciplinary action, ranging from minor sanctions to more severe punishment, including termination of employment.

In instances of non-compliance, a company should take the necessary preventive steps to ensure that the questionable conduct does not recur in the future.

The measures listed above are general elements for developing an anticorruption corporate compliance program. Note that compliance programs' emphasis on specific elements will vary from one company to another depending on the particular risks engendered by the company's business (e.g., antitrust, healthcare fraud, or environmental issues).
You should seek the advice of legal counsel to learn more about what kind of corporate compliance program is most appropriate for your business.
ACCOUNTABILITY -- GOOD GOVERNANCE IS GOOD FOR BUSINESSES AND GOVERNMENTS
"A responsible corporate citizen is also a citizen in the democratic process."
The emphasis on good governance is timely. Globalization has put a premium on developing the incentives and adjustments necessary to attract investments and capital in foreign markets.
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"Accountability, transparency, disclosure,protection of shareholders' rights and building long-term value are the core values of good corporate governance. These values are also the pillars of a functioning market economy." _________________________________________________________________________________
You are the most effective advocate in the fight against corruption because you play a part in controlling jobs and investment in the global economy.
Good corporate governance procedures provide fair, reliable, and transparent rules that foster trust and confidence for doing business. As corporate citizens, businesspeople are members of and leaders in their communities. Your efforts to establish and adhere to corporate codes of conduct and personal ethical standards have a beneficial effect that ripples through the community. By working with governments and civil society to promote good governance in global economies, your company will help foster a synergy between economic goals and social progress.
Good governance principles for governments, such as those listed on page 9, also benefit their economies. Good governance reduces market volatility, encourages foreign direct investment and capital inflows, promotes sustainable economic growth, and produces a more equitable distribution of resources to the people ("fruits of development").
While it is increasingly clear that corporate governance and sound business practices are generally good for business, good governance practices by governments also enhance the integrity of the markets and promote the integration of economies into the global trading system.
Thus, governments and businesses alike have a mutual interest in working together to strengthen public-private governance practices that promote and reward efficiency, innovation, and openness. Moreover, public and corporate governance principles are also important in nurturing the investment climate and building a more democratic rule of law-based society.
RECOGNIZING AND MAKING ANTICORRUPTION ISSUES PART OF THE BUSINESS-GOVERNMENT DIALOGUE
"Think Globally, Act Locally."
As you conduct your business overseas, or if you are considering entering a new foreign market, let foreign government officials and business partners know that anticorruption and good governance policies will help their economy -- and your company -- sustain long-term growth.
Government policies, such as the following, that emphasize transparency, due process, and accountability, make for a strong anticorruption regime:

Commercial codes that provide protection for international contracts as well as effective dispute settlement and arbitration methods.
Law enforcement and judicial procedures that promote due process and the rule of law.
Independent systems to promote and ensure the integrity and efficiency of governmental agencies.
Civil service reforms and competitive wages for government employees.
Integrity of capital markets and financial disclosure on the issuance of securities.
Predictable and transparent administrative and bidding processes in areas such as procurement and privatization.
Improved and standardized public accounting, auditing, and management systems.
Effective bankruptcy and insolvency laws.
Limits on discretionary authority for officials who perform inspections or audits, oversee procurement, grant licenses and permits, or provide final approval for contracts or projects.
Oversight mechanisms and appellate remedies to challenge arbitrary or unlawful actions.
Protection for whistleblowers and the media.
Disclosure of and access to public records and information.
Encouragement of civil society's participation in implementing these policies and anticorruption efforts.

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PROMOTING GOOD BUSINESS PRACTICES IN TRANSITIONAL ECONOMIES
One way to achieve increased participation of the private sector in the fight against corruption is through promoting business integrity as well as accountability and transparency in commercial relations between private firms and government authorities. Written codes of conduct and professional standards, even if adopted by only a handful of companies, can influence and alter certain behavior and attitudes over time.
Implementation of codes of conduct and professional standards can also help build public trust and confidence in business and political institutions, lead to greater public awareness and support of ethical behavior, and encourage the development of a business culture that is based on ethical values.
The U.S. Department of Commerce, in cooperation with the U.S.-Russia Business Development Committee and the Russian Chamber of Commerce and Industry, has developed Basic Guidelines for Codes of Business Conduct to promote good business practices and ethical behavior in commercial relations between private firms as well as with government officials.
The Basic Guidelines are meant to serve as a foundation for companies to develop and adopt their own codes of conduct taking into account applicable laws, regulations, and other circumstances, such as the size and structure of the businesses.
Among the general principles and standards outlined in the Basic Guidelines are:

Principles in Personal and Professional Relations
Corporate Governance: Relationships with Shareholders
Relationship with Employees
Relationship with Other Enterprises
Relationship with the Global Community
Relationship with Government Authorities
Proper Checks and Balances
Prevention of Extortion and Bribery
Creation of a Culture that Fosters Sound Business Standards and Corporate Practices

One of the U.S. Department of Commerce's key priorities is to work with the OECD to develop an international set of guidelines for promoting good business practices in transitional economies.
The Basic Guidelines for Codes of Business Conduct (described above) can be found in English on http://www.mac.doc.gov and in English and Russian on http://www.bisnis.doc.gov/bisnis/country/rusfed.htm _________________________________________________________________________________
U.S. EFFORTS TO COMBAT GLOBAL CORRUPTION: LEVELING THE PLAYING FIELD
Business thrives on competition. U.S. companies and workers can compete with the best in the global marketplace because of their drive, innovation, and quality products and services. However, their success depends heavily on their ability to compete on a level playing field. Bribery and corruption tilt the playing field and create unfair advantages for those willing to engage in unethical or illegal behavior. Corrupt practices penalize companies that play fair and seek to win contracts through the quality and price of their products and services.
In 1977, the United States enacted the Foreign Corrupt Practices Act (FCPA), effectively outlawing offers, promises, and payments by U.S. firms to foreign officials, political parties, party officials and candidates to secure business advantage. See Appendix A for more information on the FCPA-Antibribery Provisions.
Since then, the United States has been trying to level the playing field by encouraging other industrialized countries to take similar steps -- and these efforts are finally paying off. There has been real progress in building an international coalition to fight bribery and public corruption so that all businesses may fairly compete in the global market place.
One significant milestone is the Organization for Economic Cooperation and Development's (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, commonly known as the OECD Bribery Convention, which entered into force in February 1999.
The OECD Bribery Convention, signed by 34 countries, marks a sea change in the fight against corruption by obligating its parties to criminalize the bribery of foreign public officials in the conduct of international business.
The OECD Bribery Convention also requires parties to: apply "effective, proportionate and dissuasive criminal penalties" to those who bribe; establish liability of "legal persons" (i.e., corporations, partnerships, and similar business entities) or impose comparable civil sanctions or fines; make bribery a predicate offense for money laundering legislation; improve accounting procedures; prohibit off-the-books accounts; and provide mutual legal assistance and extradition in cases falling under the Convention.
Significantly, the OECD Bribery Convention establishes a mutual evaluation process within the OECD to monitor each participating country's implementation of the obligations under the Convention and enforcement of relevant national laws.
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Since corruption is an enduring phenomenon that can be controlled but never eliminated, processes for mutual evaluation can be an effective means to maintain norms for government actions globally and regionally, and they can provide the political incentive for governments to implement and enforce those actions. _________________________________________________________________________________
Further information relating to the OECD Bribery Convention can be found at http://www.oecd.org/daf/nocorruption/index.htm, or http://www.state.gov/www/issues/ economic/bribery.html, or http://www.ita.doc.gov/legal.
KEY GOALS OF U.S. INTERNATIONAL ANTICORRUPTION POLICY:

Full ratification, implementation, and enforcement of the OECD Bribery Convention by all signatories.
Ratification by U.S. of the Inter-American Convention Against Corruption and full ratification, implementation, and enforcement by all hemispheric partners.
Nurture stability in democratic institutions and strengthen the rule of law in transitional economies.
Promote global and regional anticorruption norms and initiatives that deter and punish corruption.
Ensure transparency in government procurement procedures to enhance openness, disclosure, and predictability.
Develop ethical and administrative codes of conduct that promote the highest levels of professionalism and integrity in government.
Engage the business community to join the U.S. and other governments in promoting corporate governance, transparency, and integrity in business operations.
Foster an active civil society that is involved in participatory governance and upholds democratic principles.

THE EMERGING GLOBAL ANTICORRUPTION ENVIRONMENT
Many international organizations have been making strides in addressing international bribery in business transactions, official public corruption, and transparency issues.
In addition to the OECD, the Organization of American States (OAS), the Council of Europe (COE), the Stability Pact for South Eastern Europe, the Organization for Security and Cooperation in Europe (OSCE), the Asia Pacific Economic Cooperation (APEC) forum, the Global Coalition for Africa (GCA) and the United Nations have launched a variety of anticorruption and transparency initiatives.
These initiatives represent important steps in building coalitions to combat corruption. For more than a decade, the U.S. government has worked cooperatively with the private sector and international organizations on these and other anticorruption initiatives.
U.S. and international legal and business associations and non-governmental organizations (NGOs) -- such as the American Bar Association (ABA), the U.S. Chamber of Commerce, the International Chamber of Commerce (ICC), the Ethics Officer Association (EOA), and Transparency International (TI) -- have played key advisory roles in the development of various anticorruption initiatives. We will continue to work with these and other private sector groups to provide and receive guidance on improving the climate of governance worldwide.
With respect to the emerging international anticorruption environment, the unifying concept in all of the global and regional processes is that effective action to prevent, detect, and punish corruption must be taken by each individual government. The international community can advance this process by raising the visibility and political profile of these efforts.
The international business community and NGOs are working together to identify clear and objective actions of what should be expected of governments, what governments may expect of each other, and what ultimately their citizens should, through democratic processes, require of their governments. In working with other nations, the United States continues to encourage a broad range of global and regional anticorruption and transparency initiatives. Such measures strengthen the political will for cooperation on building capacities for action against corruption and for developing effective measures and practices to promote public integrity.
AFRICA
In February 1999, under the auspices of the Global Coalition for Africa (GCA), 11 African countries adopted 25 anticorruption principles that encourage implementation of common standards at the national level, as well as joint action between and among countries. These principles could also form the basis of more formal cooperative frameworks at the regional or subregional levels.
THE AMERICAS

At the 1994 Miami Summit of the Americas, the 34 leaders of the Western Hemisphere called for negotiations of an hemispheric convention against corruption. In March 1996, under the auspices of the Organization of American States (OAS), the Inter-American Convention Against Corruption ("Inter-American Convention") was adopted. The Inter-American Convention covers corrupt practices on both the national and international level. Furthermore, it commits nations to reforming their criminal codes to bring domestic law into compliance with the convention. The OAS is also exploring ways to develop a viable monitoring and review mechanism relating to the Inter-American Convention.
ASIA-PACIFIC
The Asia Pacific Economic Cooperation (APEC) forum is promoting economic reforms that enhance governance and transparency and create better investment and business climates to attract foreign direct investment. Its work builds on existing commitments of APEC Leaders (Presidents and Prime Ministers) and a broad range of programs in APEC, including in the areas of investment, customs procedures, competition policy, government procurement, corporate governance, and regional financial markets. Many programs involve the private sector as integral participants in developing, carrying out, and assessing activities aimed at increasing transparency and promoting good corporate governance.
EUROPE
The Council of Europe (COE) is active in a number of anticorruption initiatives and has adopted several conventions, including both Criminal and Civil Law Conventions on Corruption, which were opened for signature in 1999. The Criminal Law Convention on Corruption is broad in scope, requiring parties to criminalize bribery (both giving and receiving) of public officials and private persons, domestic and foreign. Implementation of the Convention will be monitored by GRECO, the Group of States Against Corruption, which will also monitor compliance with the "20 Guiding Principles" adopted in 1997 by the COE's Council of Ministers. The European Union (EU), the Organization for Security Cooperation in Europe (OSCE) and the Stability Pact for South Eastern Europe also are working on various anticorruption initiatives. See Appendix B for more information.
WORLD TRADE ORGANIZATION
Through binding commitments to ensure transparency and due process in a wide range of government activities relating to international trade, the WTO makes an important contribution to international efforts to combat bribery and corruption. Most WTO members have endorsed efforts to conclude a multilateral agreement on transparency in government procurement, under which all 135 members would make binding international commitments to ensure transparency and predictability in their government procurement procedures. Similarly, an initiative on trade facilitation would help eliminate irregularities in WTO members' customs regimes, another area of economic activity that is frequently susceptible to corrupt practices.
UNITED NATIONS
In June 1999, the G-8 Koln Communiqué applauded the results of the U.S. Vice President's Global Forum of February 1999 (see below) and called on the United Nations, in the context of negotiating a convention against transnational organized crime, to include an obligation to make corruption of domestic public officials a criminal offense. In December 1999, the UN General Assembly approved a resolution that requested the Ad Hoc Committee on the Elaboration of a Convention against Transnational Organized Crime (TOC) to explore the desirability for a more comprehensive international instrument against corruption after the finalization of the TOC Convention and three accompanying protocols.
GLOBAL FORUM ON FIGHTING CORRUPTION
The First Global Forum on Fighting Corruption, hosted by U.S. Vice President Gore in February 1999, has added momentum to our broader anticorruption campaign. Participants from 90 governments agreed to a final conference declaration calling on governments to adopt principles and effective practices to fight corruption, to promote transparency and good governance, and to create ways to assist each other through mutual evaluation. At the conclusion of the First Global Forum, the Netherlands agreed to host the Second Global Forum, now scheduled for May 2001. The Vice President committed the U.S. Government to cosponsor this conference.
The First Global Forum identified a set of 12 Guiding Principles that encompass the goals or purposes that a national anticorruption effort must address. These Guiding Principles include aspects relating to:

Laws prohibiting the full range of corruption offenses, with sanctions and remedies sufficient to deter corrupt activities;
Investigative and enforcement institutions with the impartiality, powers, and resources to detect, investigate, and prosecute violations of those laws;
Codes of conduct, public management, and personnel measures and procedures that promote the integrity of public officials;
Freedom of the media and public to receive and impart information on corruption matters and to bring complaints of suspected corruption;
Enhanced research and public discussion of all aive, judicial, and civil society elements of a nation. It must comprehensively respond to all aspects of these Guiding Principles if it is to succeed.
A copy of the "Guiding Principles for Fighting Corruption and Safeguarding Integrity Among Justice And Security Officials" can be found at http://www.state.gov/www/global/narcotics_law/global_forum/appendix2.html.
INTERNATIONAL FINANCIAL INSTITUTIONS
The World Bank and the International Monetary Fund (IMF) have determined that corruption is a serious deterrent to economic growth and financial stability and must be addressed in the context of economic and financial evaluations and assistance programs.
The World Bank and the regional development banks, especially in Asia and Africa, have established explicit anticorruption policies aimed at helping countries to confront and prevent corruption through appropriate economic and civil service reforms.
All of the official development banks, led by the World Bank, are working together to agree on standard procurement bidding documents and rules to ensure fairness to all competing suppliers and efficiency in the use of public sector funds.
The IMF has begun to integrate identification of corruption problems into its standard evaluations. In selected cases, the IMF and the World Bank have postponed, denied, or suspended assistance to countries where endemic corruption was adversely affecting financial stabilization or development programs and where governments were not prepared to acknowledge and deal with those problems.
In the wake of the recent Asian financial crisis and related problems in Latin America and elsewhere, the IMF has been pushing for governments to increase transparency in reporting economic indicators to allow investors to better judge the strength of their respective economies.
INTERNATIONAL CHAMBER OF COMMERCE
The International Chamber of Commerce (ICC), the world business organization, promotes an open international trade and investment system and the market economy. It makes model rules to govern the conduct of business across borders. In 1977, the ICC issued "Rules of Conduct to Combat Extortion and Bribery." The Rules were revised in 1996, and the ICC reissued them unchanged in 1999. In the spring of 1999, the ICC also published a manual of best corporate practices to accompany the rules of conduct and to provide guidance for compliance with the OECD Bribery Convention. The ICC Rules, which promote integrity in business transactions, are intended as a method of self-regulation by international business.
For more information on the ICC Rules and ICC "Fighting Bribery Manual," see Appendix C, or the ICC homepage, at http://www.iccwbo.org/index.asp.
WORLD CUSTOMS ORGANIZATION
Established in 1952, the World Customs Organization (WCO), headquartered in Brussels, is working to establish integrity in customs administrations. In efforts to meet the challenges of the modern business environment and adapt to changing circumstances, the WCO, representing 151 Member Governments, establishes, maintains, supports, and promotes international instruments for the harmonization and uniform application of simplified systems and effective customs systems and procedures. Due to the fact that customs play a role in international trade transactions and that the presence of corruption can destroy the legitimacy of a customs administration and severely impact a nation's economy, the WCO has developed an Integrity Action Plan to address corruption within customs administrations.
THE ROLE OF CIVIL SOCIETY*
The hallmark of a free society is the ability of individuals to associate with other like-minded citizens, associations, and organizations, express their views, petition their governments, and accept the rule of law.
The role of civil society as a catalyst for fighting corruption and mobilizing pressure on governments and multilateral governmental organizations to adopt public sector reforms cannot be underestimated.
In many parts of the world, business is partnering with civil society to prevent corrupt practices, strengthen public institutions, and foster an anticorruption culture in society.
The U.S. Government continues to work and support the creation of a viable civil society where it does not exist and to strengthen the capacity and opportunity of public-private partnerships to fight corruption.
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Changing Attitudes: Engaging Civil Society in the Fight Against Corruption
U.S. Agency for International Development (USAID) programs seek to raise awareness about the costs of corruption, decrease tolerance for corrupt behavior, and change the expected norms of ethical behavior. By providing training and other forms of support, USAID encourages the growth of active, public policy-oriented civil society groups that will monitor governmental integrity, bring corruption issues onto the public agenda, and actively promote the twin concepts of transparency and accountability.
Examples of USAID's Public-Private Partnerships: USAID's Bureau for Africa's regional African Trade and Investment Program supported the Confederation of Mozambique's Business Associations in its efforts to reduce red tape and to provide an effective forum for the private sector to examine policy issues. Over the past year, this activity has resulted in the passage of a new industrial law and revisions in the industrial and commercial licensing regulations that greatly simplified the registration process, the abolition of import and export controls, and the transfer to a single agency of all responsibility for import and export controls. Another USAID-organized public-private partnership involves the Ukrainian oblast in Donetsk in which the Partnership for Integrity has worked with the Oblast Coordinating Committee to introduce administrative reforms that can reduce corruption, such as streamlining licensing procedures for businesses.
(Source: "Promoting Transparency and Accountability: USAID's Anticorruption Experience." Center for Democracy and Governance, USAID, 2000.) _________________________________________________________________________________
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* The term "civil society" usually refers to diverse citizens, associations, and non-governmental organizations (NGOs) that unite to promote causes or issues of mutual interest and to influence decision-making processes. These include, for example, professional associations, civic education groups, religious organizations, bar associations, business councils and labor federations, human rights and women's rights groups, journalists and the media, and other monitoring groups and organizations.
REPORTING CORRUPTION
In many parts of the world, businesses are becoming more proactive in asking their respective home and host governments to assist their efforts to create, through diplomatic channels, anticorruption mechanisms to root out systemic corruption.
If you, or your company, have encountered corrupt practices in a particular country, or have been particularly disadvantaged by bribery perpetrated by another competitor or by another foreign business entity, or if a foreign official solicits a bribe from you, you should inform the appropriate economic or commercial officer or section at the local U.S. Embassy or Consulate.
You also can report this information to the "Bribery Hotline," maintained by the U.S. Department of Commerce's Trade Compliance Center, (202) 482-3723, or on the Internet Website at http://www.mac.doc.gov/tcc.
Questions regarding the U.S. Foreign Corrupt Practices Act (FCPA) may be directed to the Fraud Section of the U.S. Department of Justice, (202) 514-7023 (or via e-mail at FCPA.Fraud@usdoj.gov), and/or the appropriate economic or commercial officer at the local U.S. Embassy or Consulate. See Appendix A for more information on the FCPA-Antibribery Provisions.
General guidance to U.S. exporters about international developments concerning the FCPA and OECD Bribery Convention is also provided by the Office of Chief Counsel for International Commerce, U.S. Department of Commerce, at (202) 482-0937 and on its website at http://www.ita.doc.gov/legal.
For questions relating to the U.S. negotiation of the OECD Bribery Convention, you can call the U.S. Department of State, Bureau of Economic and Business Affairs, Office of Investment Affairs, (202) 736-4365.
Inquiries relating to the coordination of the U.S. Government's general anticorruption efforts and implementation of regional corruption frameworks should be directed to the U.S. Department of State, Bureau for International Narcotics and Law Enforcement, (202) 647-0457.
For other information and appropriate points of contact, please see list of U.S. Government Websites in Appendix B.
APPENDICES
APPENDIX A
FOREIGN CORRUPT PRACTICES ACT (FCPA) ANTIBRIBERY PROVISIONS* _________________________________________________________________________________
The following information is intended to provide a general description of the FCPA and is not intended to substitute for the advice of private counsel on specific issues related to the FCPA. Moreover, this information is not intended to set forth the present enforcement intentions of the U.S. Department of Justice, the U.S. Securities and Exchange Commission (SEC), or any other U.S. government agency with respect to particular fact situations.
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INTRODUCTION
The 1988 Trade Act directed the Attorney General to provide guidance concerning the Department of Justice's enforcement policy with respect to the Foreign Corrupt Practices Act of 1977 ("FCPA"), 15 U.S.C. �� 78dd-1, et seq., to potential exporters and small businesses that are unable to obtain specialized counsel on issues related to the FCPA. The guidance is limited to responses to requests under the Department of Justice's Foreign Corrupt Practices Act Opinion Procedure (described below) and to general explanations of compliance responsibilities and potential liabilities under the FCPA. The following information constitutes the Department of Justice's general explanation of the FCPA.
U.S. firms seeking to do business in foreign markets must be familiar with the FCPA. In general, the FCPA prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business. The Department of Justice is the chief enforcement agency, with a coordinate role played by the Securities and Exchange Commission (SEC). The Office of General Counsel of the Department of Commerce also answers general questions from U.S. exporters concerning the FCPA's basic requirements and constraints.
BACKGROUND
As a result of SEC investigations in the mid-1970's, over 400 U.S. companies admitted making questionable or illegal payment in excess of $300 million to foreign government officials, politicians, and political parties. The abuses ran the gamut from bribery of high foreign officials to secure some type of favorable action by a foreign government to so-called facilitating payments that allegedly were made to ensure that government functionaries discharged certain ministerial or clerical duties. Congress enacted the FCPA to bring halt to the bribery of foreign officials and to restore public confidence in the integrity of the American business system.
The FCPA was intended to have and has had an enormous impact on the way American firms do business. Several firms that paid bribes to foreign officials have been the subject of criminal and civil enforcement actions, resulting in large fines and suspension and debarment from federal procurement contracting, and their employees and officers have gone to jail. To avoid such consequences, many firms have implemented detailed compliance programs intended to prevent and to detect any improper payments by employees and agents.
Following the passage of the FCPA, the Congress became concerned that American companies were operating at a disadvantage compared to foreign companies who routinely paid bribes and, in some countries, were permitted to deduct the cost of such bribes as business expenses on their taxes. Accordingly, in 1988, the Congress directed the Executive Branch to commence negotiations in the Organization of Economic Cooperation and Development (OECD) to obtain the agreement of the United States' major trading partners to enact legislation similar to the FCPA. In 1997, almost ten years later, the United States and thirty-three other countries signed the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. The United States ratified this Convention and enacted implementing legislation in 1998. See Convention and Commentaries on the DOJ websites listed in Appendix B.
The antibribery provisions of the FCPA make it unlawful for a U.S. person, and certain foreign issuers of securities, to make a corrupt payment to a foreign official for the purpose of obtaining or retaining business for or with, or directing business to, any person. Since 1998, they also apply to foreign firms and persons who take any act in furtherance of such a corrupt payment while in the United States.
The FCPA also requires companies whose securities are listed in the United States to meet its accounting provisions. See 15 U.S.C. � 78m. These accounting provisions, which were designed to operate in tandem with the antibribery provisions of the FCPA, require corporations covered by the provisions to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. The information below discusses only the antibribery provisions.
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* Reprinted from "Foreign Corrupt Practices Act - Antibribery Provisions", a brochure published by the U.S. Department of Justice http://www.usdoj.gov/criminal/fraud/fcpa /fcpa.html and U.S. Department of Commerce http://www.ita.doc.gov/legal/fcparev.html.
ENFORCEMENT
The Department of Justice is responsible for all criminal enforcement and for civil enforcement of the antibribery provisions with respect to domestic concerns and foreign companies and nationals. The SEC is responsible for civil enforcement of the antibribery provisions with respect to issuers.
ANTIBRIBERY PROVISIONS
Basic Prohibitions
The FCPA makes it unlawful to bribe foreign government officials to obtain or retain business. With respect to the basic prohibition, there are five elements which must be met to constitute a violation of the Act:
A.   Who -- The FCPA potentially applies to any individual, firm, officer, director, employee, or agent of a firm and any stockholder acting on behalf of a firm. Individuals and firms may also be penalized if they order, authorize, or assist someone else to violate the antibribery provisions or if they conspire to violate those provisions.
Under the FCPA, U.S. jurisdiction over corrupt payments to foreign officials depends upon whether the violator is an "issuer," a "domestic concern," or a foreign national or business.
An "issuer" is a corporation that has issued securities that have been registered in the United States or who is required to file periodic reports with the SEC.
A "domestic concern" is any individual who is a citizen, national, or resident of the United States, or any corporation, partnership, association, joint-stock company, business trust, unincorporated organization, or sole proprietorship which has its principal place of business in the United States, or which is organized under the laws of a State of the United States, or a territory, possession, or commonwealth of the United States.
Issuers and domestic concerns may be held liable under the FCPA under either territorial or nationality jurisdiction principles. For acts taken within the territory of the United States, issuers and domestic concerns are liable if they take an act in furtherance of a corrupt payment to a foreign official using the U.S. mails or other means or instrumentalities of interstate commerce. Such means of instrumentalities include telephone calls, facsimile transmissions, wire transfers, and interstate or international travel. In addition, issuers and domestic concerns may be held liable for any act in furtherance of a corrupt payment taken outside the United States. Thus, a U.S. company or national may be held liable for a corrupt payment authorized by employees or agents operating entirely outside the United States, using money from foreign bank accounts, and without any involvement by personnel located within the United States.
Prior to 1998, foreign companies, with the exception of those who qualified as "issuers," and foreign nationals were not covered by the FCPA. The 1998 amendments expanded the FCPA to assert territorial jurisdiction over foreign companies and nationals. A foreign company or person is now subject to the FCPA if it causes, directly or through agents, an act in furtherance of the corrupt payment to take place within the territory of the United States. There is, however, no requirement that such act make use of the U.S. mails or other means or instrumentalities of interstate commerce.
Finally, U.S. parent corporations may be held liable for the acts of foreign subsidiaries where they authorized, directed, or controlled the activity in question, as can U.S. citizens or residents, themselves "domestic concerns," who were employed by or acting on behalf of such foreign-incorporated subsidiaries.
B.   Corrupt Intent -- The person making or authorizing the payment must have a corrupt intent, and the payment must be intended to induce the recipient to misuse his official position to direct business wrongfully to the payer or to any other person. You should note that the FCPA does not require that a corrupt act succeed in its purpose. The offer or promise of a corrupt payment can constitute a violation of the statute. The FCPA prohibits any corrupt payment intended to influence any act or decision of a foreign official in his or her official capacity, to induce the official to do or omit to do any act in violation of his or her lawful duty, to obtain any improper advantage, or to induce a foreign official to use his or her influence improperly to affect or influence any act or decision.
C.   Payment -- The FCPA prohibits paying, offering, promising to pay (or authorizing to pay or offer) money or anything of value.
D.   Recipient -- The prohibition extends only to corrupt payments to a foreign official, a foreign political party or party official, or any candidate for foreign political office. A "foreign official" means any officer or employee of a foreign government, a public international organization, or any department or agency thereof, or any person acting in an official capacity.
You should consider utilizing the Department of Justice's Foreign Corrupt Practices Act Opinion Procedure for particular questions as to the definition of a "foreign official," such as whether a member of a royal family, a member of a legislative body, or an official of a state-owned business enterprise would be considered a "foreign official." In addition, you should consult the list of public international organizations covered under the FCPA that is available on the Department of Justice's FCPA website. See Appendix B.
The FCPA applies to payments to any public official, regardless of rank or position. The FCPA focuses on the purpose of the payment instead of the particular duties of the official receiving the payment, offer, or promise of payment, and there are exceptions to the antibribery provision for "facilitating payments for routine governmental action" (see below).
E.   Business Purpose Test -- The FCPA prohibits payments made in order to assist the firm in obtaining or retaining business for or with, or directing business to, any person. The Department of Justice interprets "obtaining or retaining business" broadly, such that the term encompasses more than the mere award or renewal of a contract. It should be noted that the business to be obtained or retained does not need to be with a foreign government or foreign government instrumentality.
THIRD PARTY PAYMENTS
The FCPA prohibits corrupt payments through intermediaries. It is unlawful to make a payment to a third party, while knowing that all or a portion of the payment will go directly or indirectly to a foreign official. The term "knowing" includes conscious disregard and deliberative ignorance. The elements of an offense are essentially the same as described above, except that in this case the "recipient" is the intermediary who is making the payment to the requisite "foreign official."
Intermediaries may include joint venture partners or agents. To avoid being liable for corrupt third party payments, U.S. companies are encouraged to exercise due diligence and to take all necessary precautions to ensure that they have formed a business relationship with reputable and qualified partners and representatives. Such due diligence may include investigating potential foreign representatives and joint venture partners to determine if they are in fact qualified for the position, whether they have personal or professional ties to the government, the number and reputation of their clientele, and their reputation with the U.S. Embassy or Consulate and with local bankers, clients, and other business associates.
In addition, in negotiating a business relationship, the U.S. firm should be aware of so-called "red flags," i.e., unusual payment patterns or financial arrangements, a history of corruption in the country, a refusal by the foreign joint venture partner or representative to provide a certification that it will not take any action in furtherance of an unlawful offer, promise, or payment to a foreign public official and not take any act that would cause the U.S. firm to be in violation of the FCPA, unusually high commissions, lack of transparency in expenses and accounting records, apparent lack of qualifications or resources on the part of the joint venture partner or representative to perform the services offered, and whether the joint venture partner or representative has been recommended by an official of the potential governmental customer.
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You should seek the advice of counsel and consider utilizing the Department of Justice's Foreign Corrupt Practices Act Opinion Procedure for particular questions relating to third party payments. _________________________________________________________________________________
PERMISSIBLE PAYMENTS AND AFFIRMATIVE DEFENSES
The FCPA contains an explicit exception to the bribery prohibition for "facilitating payments" for "routine governmental action" and provides affirmative defenses which can be used to defend against alleged violations of the FCPA.
Facilitating Payments for Routine Governmental Actions
There is an exception to the antibribery prohibition for payments to facilitate or expedite performance of a "routine governmental action." The statute lists the following examples: obtaining permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pick-up and delivery; providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country.
Actions "similar" to these are also covered by this exception. If you have a question about whether a payment falls within the exception, you should consult with counsel. You should also consider whether to utilize the Justice Department's Foreign Corrupt Practices Opinion Procedure, described below.
"Routine governmental action" does not include any decision by a foreign official to award new business or to continue business with a particular party.
Affirmative Defenses
A person charged with a violation of the FCPA's antibribery provisions may assert as a defense that the payment was lawful under the written laws of the foreign country or that the money was spent as part of demonstrating a product or performing a contractual obligation.
Whether a payment was lawful under the written laws of the foreign country may be difficult to determine. You should consider seeking the advice of counsel or utilizing the Department of Justice's Foreign Corrupt Practices Act Opinion Procedure when faced with an issue of the legality of such a payment.
Moreover, because these defenses are "affirmative defenses," the defendant is required to show in the first instance that the payment met these requirements. The prosecution does not bear the burden of demonstrating in the first instance that the payments did not constitute this type of payment.
SANCTIONS AGAINST BRIBERY
Criminal
The following criminal penalties may be imposed for violations of the FCPA's antibribery provisions: corporations and other business entities are subject to a fine of up to $2,000,000; officers, directors, stockholders, employees, and agents are subject to a fine of up to $100,000 and imprisonment for up to five years. Moreover, under the Alternative Fines Act, these fines may be actually quite higher -- the actual fine may be up to twice the benefit that the defendant sought to obtain by making the corrupt payment. You should also be aware that fines imposed on individuals may not be paid by their employer or principal.
Civil
The Attorney General or the SEC, as appropriate, may bring a civil action for a fine of up to $10,000 against any firm as well as any officer, director, employee, or agent of a firm, or stockholder acting on behalf of the firm, who violates the antibribery provisions. In addition, in an SEC enforcement action, the court may impose an additional fine not to exceed the greater of (i) the gross amount of the pecuniary gain to the defendant as a result of the violation, or (ii) a specified dollar limitation. The specified dollar limitations are based on the egregiousness of the violation, ranging from $5,000 to $100,000 for a natural person and $50,000 to $500,000 for any other person.
The Attorney General or the SEC, as appropriate, may also bring a civil action to enjoin any act or practice of a firm whenever it appears that the firm (or an officer, director, employee, agent, or stockholder acting on behalf of the firm) is in violation (or about to be) of the antibribery provisions.
Other Governmental Action
Under guidelines issued by the Office of Management and Budget, a person or firm found in violation of the FCPA may be barred from doing business with the Federal government. Indictment alone can lead to suspension of the right to do business with the government. The President has directed that no executive agency shall allow any party to participate in any procurement or nonprocurement activity if any agency has debarred, suspended, or otherwise excluded that party from participation in a procurement or nonprocurement activity.
In addition, a person or firm found guilty of violating the FCPA may be ruled ineligible to receive export licenses; the SEC may suspend or bar persons from the securities business and impose civil penalties on persons in the securities business for violations of the FCPA; the Commodity Futures Trading Commission and the Overseas Private Investment Corporation both provide for possible suspension or debarment from agency programs for violation of the FCPA; and a payment made to a foreign government official that is unlawful under the FCPA cannot be deducted under the tax laws as a business expense.
Private Cause of Action
Conduct that violates the antibribery provisions of the FCPA may also give rise to a private cause of action for treble damages under the Racketeer Influenced and Corrupt Organizations Act (RICO), or to actions under other federal or state laws. For example, an action might be brought under RICO by a competitor who alleges that the bribery caused the defendant to win a foreign contract.
GUIDANCE FROM THE GOVERNMENT
The Department of Justice has established a Foreign Corrupt Practices Act Opinion Procedure by which any U.S. company or national may request a statement of the Justice Department's present enforcement intentions under the antibribery provisions of the FCPA regarding any proposed business conduct. The details of the opinion procedure may be found at 28 CFR Part 80. Under this procedure, the Attorney General will issue an opinion in response to a specific inquiry from a person or firm within thirty days of the request. (The thirty-day period does not run until the Department of Justice has received all the information it requires to issue the opinion.) Conduct for which the Department of Justice has issued an opinion stating that the conduct conforms with current enforcement policy will be entitled to a presumption, in any subsequent enforcement action, of conformity with the FCPA.
Copies of releases issued regarding previous opinions are available on the Department of Justice's FCPA website (See Appendix B below).
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For further information from the Department of Justice about the FCPA and the Foreign Corrupt Practices Act Opinion Procedure, contact Peter B. Clark, Deputy Chief, or Philip Urofsky, Trial Attorney, Fraud Section, Criminal Division, U.S Department of Justice, P.O. Box 28188, McPherson Square, Washington, D.C. 20038, (202) 514-7023.
Although the Department of Commerce has no enforcement role with respect to the FCPA, it supplies general guidance to U.S. exporters who have questions about the FCPA and about international developments concerning the FCPA. For further information from the Department of Commerce about the FCPA, contact Eleanor Roberts Lewis, Chief Counsel for International Commerce, or Arthur Aronoff, Senior Counsel, Office of the Chief Counsel for International Commerce, U.S. Department of Commerce, Room 5882, 14th Street and Constitution Avenue, N.W., Washington, D.C. 20230, (202) 482-0937. _________________________________________________________________________________
APPENDIX Fraud Section -- Comprehensive information on the FCPA, legislative history of FCPA, 1998 amendments, opinion procedures, and international agreements http://www.usdoj.gov/criminal/fraud.html.
U.S. Department of Commerce -- Office of the Chief Counsel for International Commerce, Information on Legal Aspects of International Trade and Investment, The Anti-Corruption Review, the FCPA, and other anticorruption materials http://www.ita.doc.gov/legal; Market Access and Compliance/Trade Compliance Center, "First Annual Report to Congress on Implementation of the OECD Bribery Convention," Trade Complaint Hotline, Trade and Related Agreements Database (TARA), Exporter's Guides, Market Access Reports, Market Monitor, and "Market Access and Compliance-Rule of Law for Business Initiatives" http://www.mac.doc.gov/tcc; Country Commercial reports and guides, trade information and export related information http://www.ita.doc.gov/ita_home/itacnreg.htm; trade counseling and other services in other countries (1-800-USA-TRADE).
U.S. Department of State -- Information on the OECD Bribery Convention and First Global Forum on Fighting Corruption Materials -- Relevant documents related to the OECD Bribery Convention http://www.state.gov/www/issues/economic/ bribery.html; First Global Forum on Fighting Corruption http://www.state.gov/www/global/narcotics_law/global_forum/ appendix2.html -- A copy of the First Global Forum Final Conference Report and "Guiding Principles for Fighting Corruption and Safeguarding Integrity Among Justice and Security Officials" can also be purchased from the U.S. Government Printing Office (ISBN 0-16-050150-4); Country Reports, Economic Practices and Trade Practices http://www.state.gov/www/about_state/business/.
U.S. Office of Government Ethics (OGE) -- Information on ethics, latest developments in ethics, ethics programs, and informational and educational materials including OECD Public Service Management (PUMA) http://www.usoge.gov/.
U.S. Department of the Treasury -- Information on money laundering, customs, and international financial institutions http://www.treas.gov/.
U.S. Agency for International Development (USAID) -- Center for Democracy and Governance, USAID's Efforts on Anticorruption, Handbook on Fighting Corruption http://www.info.usaid.gov/democracy/.
U.S. Information Agency (USIA) -- In 1999, USIA was consolidated with the U.S. Department of State. The former website that housed information on U.S. policy and multinational fight against bribery, economic costs of corruption can be found at the Department of State's International Information Programs http://www.usinfo.state.gov/topical/econ/bribes/.
U.S. Chamber of Commerce (USCOC) -- Center for International Private Enterprise (CIPE), an affiliate of the USCOC, information on corporate governance and anticorruption http://www.cipe.org/efn/corruption.html.
International Chamber of Commerce (ICC) -- Rules of Conduct and Bribery http://www.iccwbo.org/home/statements_rules/rules/1999/briberydoc99.asp.
Transparency International (TI) -- TI Corruption Index and Bribe Propensity Index; TI Source Book on anticorruption strategies and other international initiatives by governments, NGOs, and the private sector http://www.transparency.de and TI-USA http://www.transparency-usa.org.
U.S. International Council for Business -- http://www.uscib.org.
The Conference Board -- Information on corporate ethics http://www.conference-board.org/.
American Bar Association (ABA) -- Taskforce on International Standards on Corrupt Practices http://www.abanet.org/intlaw/divisions/public/corrupt.html; ABA Publications http://www.abanet.org/scripts/searchmore.asp. ABA-Central and East European Law Initiative (CEELI) http://www.abanet.org/ceeli/.
Ethics Officer Association (EOA) -- http://www.eoa.org.
Ethics Resource Center -- http://www.ethics.org.
The Association of Government Accountants (AGA) -- http://www.agacgfm.org/; Sites Directory for U.S. and International Accounting Associations and State CPA Societies http://www.taxsites.com/associations2.html.
Organization for Economic Cooperation and Development (OECD) -- Anti-Corruption - OECD Bribery Convention, country compliance assessment reports http://www.oecd.org/daf/nocorruption; ANCORRSEB, the OECD Anticorruption ring online, a collection of materials on effective policies and practices http://www.oecd.org/daf/nocorruptionweb/index.htm.
Financial Action Task Force on Money Laundering (FATF) -- http://www/oecd.org/fatf/.
Council of Europe (COE) -- COE Anticorruption Convention, related programs, and resources http://www.coe.fr/eng/legaltxt/e-corrup.htm.
Organization for Security and Cooperation in Europe (OSCE) -- Charter for European Security, Rule of Law and Fight Against Corruption http://www.osce.org/e/docs/summits/istachart99e.htm.
Stability Pact -- Special Coordinator of the Stability Pact for South Eastern Europe, Anticorruption Initiative and Compact of the Stability Pact . http://www.stabilitypact.org/Cross%20Table%20Issues/index.htm.
Organization of American States (OAS) -- The Fight Against Corruption in the Americas; Inter-American Convention Against Corruption; Resolutions of the General Assembly; studies and supporting documents http://www.oas.org/EN/PROG/Juridico/english/FightCur.html.
Global Coalition for Africa (GCA) -- Principles to Combat Corruption in Africa Countries; Collaborative Frameworks to Address Corruption http://www.gca-cma.org/ecorrtion.htm.
Asia-Pacific Economic Cooperation (APEC) -- Information on the Transparency Initiative, investment, government procurement, and customshttp://www.apecsec.org.sg/fora/activity_group/activity_group.html.
Pacific Basin Economic Council (PBEC) -- PBEC is an association of senior business leaders which represents more than 1,200 businesses in 20 economies in the Pacific Basin region http://www.pbec.org.
United Nations -- Centre for International Crime Prevention (CICP), Global Program Against Corruption http://www.UNCJIN.org/CICP/cicp.html; UN Development Program (UNDP) - Management Development and Governance Division http://magnet.undp.org.
World Trade Organization (WTO) -- Working Group on Transparency in Government Procurement Practices http://www.wto.org/wto/govt/govt.htm.
The World Bank -- Public Sector Group, World Bank Anticorruption Strategy, information on preventing corruption in WB projects, helping countries reduce corruption, and supporting international efforts http://www.worldbank.org/publicsector/anticorrupt/; Economic Development Institute (EDI), World Bank Anticorruption Diagnostic Surveys http://www.worldbank.org/wbi/governance.
International Monetary Fund (IMF) -- Codes of Good Practices in Monetary and Financial Policies http://www.imf.org/external/np/mae/mft/index.htm.
World Customs Organization (WCO) -- http://www.wcoomd.org.
Inter-American Development Bank (IDB) -- Consultative Group for the Reconstruction and Transformation of Central America http://www.iadb.org/regions/re2/consultative_group/.
Asian Development Bank (ADB) -- ADB Policies on Governance and Anticorruption http://www.adb.org/Work/Governance.
African Development Bank (AfDB) -- http://www.afdb.org.
European Bank for Reconstruction and Development (EBRD) -- Information for businesses, financing with the EBRD, procurement policies, and other issues http://www.ebrd.com.
Americas' Accountability/Anti-Corruption (AAA) Project -- http://www.respondanet.com.
Anti-Corruption Network for Transition Economies -- http://www.nobribes.org.

APPENDIX C
BIBLIOGRAPHY*
* The Foreign Corrupt Practices Act of 1977, 15 U.S.C. 78m, 78dd-1, 78f (1988). [Public Law 95-213, 91 Stat. 1494, as amended by the Omnibus Trade and Competitiveness Act of 1988, Public Law 100-418, sections 5001-5003 (H.R. 4848), and the International Antibribery and Fair Competition Act of 1998 (S.2375).]
OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 37 I.L.M. 1 (1998). [Adopted November 21, 1997, Signed December 17, 1997.]
OECD Commentaries on the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions 37 I.L.M. 1, 8 (1998). [Adopted by the Negotiating Conference on November 21, 1997.]
Council of Europe, Criminal Law Convention on Corruption, January 27, 1999, ETS No. 173.
Council of Europe, Civil Law Convention on Corruption, November 4, 1999, ETS No.174.
Istanbul OSCE Summit 1999 -- Charter for European Security. Rule of Law and Fight Against Corruption.
Stability Pact for South Eastern Europe, Anti-Corruption Initiative and Compact of the Stability Pact.
Inter-American Convention Against Corruption, OEA/Ser.K/XXXIV.1, CICOR/doc.14/96 rev.2; See also 35 I.L.M. 724. (Adopted March 29, 1996).
Global Coalition for Africa, Principles to Combat Corruption in Africa Countries; Collaborative Frameworks to Address Corruption.
Financial Action Task Force on Money Laundering (FATF), Forty Recommendations, April 1990, amended 1996.
UN Declaration on Corruption and Bribery in International Business Transaction, GA A/Res/51/191 (December 12, 1996); UN Resolution on International Code of Conduct for Public Officials, GA A/Res/51/59; UN Resolution on International Cooperation Against Corruption and Bribery in International Commercial Transactions, GA A/Res/52/87 (December 12, 1997); UN Draft Transnational Organized Crime Convention (a/AC/254/4/rev.1-7).
World Trade Organization (WTO) -- Working Group on Transparency in Government Procurement Practices.
RECOMMENDATIONS FOR FURTHER READING
International Chamber of Commerce. "Fighting Bribery: A Corporate Practices Manual." Edited by Francois Vincke, Fritz Heimann and Ron Katz, ICC Publishing, Inc., 2000. See also, supra, at ICC Website: "Extortion and Bribery in International Business Transaction," 1999.
American Bar Association, Section of International Law and Practice. "The Foreign Corrupt Practices Act: How to Comply Under the New Amendments and the OECD Convention," 1999; "Complying with the FCPA: A Guide for U.S. firms Doing Business in the International Marketplace," 1999; International Practitioners' Workshop Materials. "Elements of an FCPA Violation -- The Foreign Corrupt Practices Act: Elements, Due Diligence, and Affirmative Defenses - A Practical Guide," 1999.
Carole L. Basri, Stephen S. Cowen, Joseph Murphy and Gregory J. Wallance. "Corporate Compliance 1999." Practising Law Institute, 1999.
Carole L. Basri, Joseph E. Murphy and Herbert I. Zinn. "Advanced Corporate Compliance Workshop 1999." Practising Law Institute, 1999.
Andrew L. Frey and Michael R. Bromwich. "Practice Under the Federal Sentencing Guidelines," 3rd Edition, V.1, Ch. 16 (Sentencing of Organizations), Aspen Law & Business, 1997.
Michael Zeldin and Carlo di Florio. "Global Risk Management Under International Anticorruption Conventions," ACCA Docket (The Journal of the American Corporate Counsel Association) 18, no.1 (2000): 18-45.
Jeffrey M. Kaplan, Joseph E. Murphy and Winthrop Swenson. "Compliance Programs and the Corporate Sentencing Guidelines: Preventing Criminal and Civil Liability." Clark Boardman & Callaghan, 1993.
Stuart H. Deming. "The Foreign Corrupt Practices Act: The Accounting and Record-Keeping Provisions," 1999.
John D. Sullivan. "Combating Corruption: A Policy Tool Kit." (1999); "Corporate Governance: Transparency Between Government and Business." [Paper Presented at the Mediterranean Development Forum 3, Cairo Egypt, March 7, 2000.] http://www.cipe.org/efn/corruption.html.
Alan B. Levenson. "Corporate Compliance and the FCPA," Glasser LegalWorks, 1997.
Jeffrey P. Bialos and Gregory Husisian. "Foreign Corrupt Practices Act: Coping with Corruption in Transitional Economies." Oceana, 1997.
Transparency International. "TI Source Book," 1996. (Other useful TI materials can also be found at http://www.transparency.de/documents/
Igor Abramov. "Promoting Good Practice in Russia." Business Information Services for the Newly Independent States (October 1999) [BISNIS Bulletin is published by the U.S. Department of Commerce.] http://www.bisnis.country.codebusru.htm.
Stephen F. Black and Roger M. Witten. "Complying with the Foreign Corrupt Practices Act." Matthew Bender, 1997.
The World Bank. "Corporate Governance: A Framework for Implementation." (Follows closely themes discussed at "The Global Corporate Governance Forum" sponsored by the World Bank and the OECD, held in Washington, DC September 1999.) The World Bank Publication, 1999.
[end of document]

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