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On April 19, Transparency International Canada
Inc. hosted its second annual Day of Dialogue
featuring 12 roundtable discussions on current issues in
anti-corruption policies and practices. Transparency International
is part of an international coalition that monitors global
corruption and provides education, information and training to the
Canadian business community, the general public and government
agencies to facilitate effective anti-corruption programs.
This year's Day of Dialogue focused on current key topics,
including the Niko Resources Ltd.prosecution and probation order,
issues in creating and operating a compliance program,
understanding corruption risks and impacts and compliance-based due
diligence in mergers and acquisitions, among other items. As
discussed in our post of August 10, 2011, the Niko prosecution
signalled Canada's ramp up of anti-corruption enforcement under
the Corruption of Foreign Public Officials
Act (the CFPOA). One of the key terms of the Niko
plea agreement was the requirement to design and implement a
compliance program to detect and deter CFPOA violations. The
program was required to meet thirteen requirements, which mirrored
the order from the probation order in U.S. v. Panalpina World Transport (Holding)
Ltd. – a case where Panalpina, a
Switzerland-based freight company admitted to paying over $27
million in bribes to foreign officials. The thirteen requirements
for the corporate compliance program, consistent with the
expectations of the CFPOA include:
implementing a clearly articulated and visible corporate policy
against violating anti-corruption laws;
ensuring senior management provide strong, explicit, and
visible support and commitment to its corporate policy against
violations of its compliance program;
developing and promulgate compliance standards and procedures
designed to reduce the prospect of violations at all levels of the
company and parties with which it deals;
engaging in corruption risk assessment addressing the
individual circumstances of the company and its interactions with
other parties;
reviewing and update anti-corruption compliance programs
annually;
designating one or more senior corporate executive(s) to manage
the program;
ensuring financial and accounting procedures to maintain
internal control;
communicating program to all relevant parties, including
training and certification;
facilitating compliance with the program, in an internal and
external system that is responsive to needs for advice, guidance,
confidentiality, and action;
determining appropriate discipline to address violations,
remedy harm, and prevent recurrences;
implementing comprehensive due diligence and compliance
measures for agents or business partners;
enclude standard provisions in contracts to prevent violations
of anti-corruption laws; and
conduct periodic review, testing, and improvement of the
compliance program.
These compliance program requirements were consistent themes
throughout the Day of Dialogue as participants discussed the
importance of companies' transitioning from an approach to
compliance based on a code of conduct and business ethics to a more
comprehensive mandate of anti-corruption policies and practices.
The complete report summarizing the discussion from the Day of
Dialogue will be made available on the Transparency International
website.
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