August 2011 – The new Bribery Act came into force in the United Kingdom on 1 July 2011. The Bribery Act introduces large-scale changes to UK laws in the area of business and commerce and is known as the “toughest anti-corruption legislation in the world”. It applies to both individuals and companies. It covers UK companies, and foreign companies, provided that they have some operations in the UK.
The Act repeals all previous statutory and common law provisions concerning bribery and replaces them with general bribery offences i.e. (i) bribing, (ii) being bribed, (iii) bribery of foreign public officials and (iv) failure of commercial organisation to prevent bribery.
UK incorporated companies may be liable under all four offences set out in the Act, even where the conduct takes place outside the UK (as the company may be considered to have a "close connection" with the UK due to it being incorporated there).
The most controversial offence is the new offence which can be committed only by relevant commercial organisations. A ‘relevant commercial organisation’ is defined as a body or partnership incorporated or formed in the UK irrespective of where it carries on a business, or an incorporated body or partnership which carries on a business or part of a business in the UK irrespective of the place of incorporation or formation.
The offence of ‘failure of commercial organisation to prevent bribery’ will be committed if a person associated with the relevant commercial organisation (including employees, agents, subsidiaries or other third parties) bribes another person with the aim of obtaining or retaining a business advantage for the organisation.
It is an accepted defence for a relevant commercial organisation to prove that, despite a particular case of bribery, it nevertheless had adequate procedures in place to prevent persons associated with it from bribing. That effectively creates a burden on corporate entities to ensure that their anti-corruption procedures are sufficiently robust to stop any employees, agents or other third parties who are acting on their behalf from committing bribery.
The Act puts significant pressure on corporate entities doing business in the UK and corporate entities with a "close connection" to the UK to ensure that they have appropriate anti-corruption procedures in place. All affected companies should review their anti-bribery programmes and implement changes that will be sufficient to be considered ”adequate” under the new rules. In particular, it is suggested to consider implementing and/or updating a code of conduct, detailed principles including e.g. policies on gifts, hospitality, facilitation payments, vetting outside agents and advisers, lobbying, political contributions or whistle blowing procedures.
Furthermore, to the extent these rules may clash with the rules applicable in the Slovak Republic, an additional conformity check and/or adjustment with Slovak law should be performed if a Slovak subsidiary is concerned.
For further information please contact Viliam Mysicka, Counsel, at .