The U.K. Bribery Act which came

into force on July 1, 2011 is perhaps the most far-reaching anti-

bribery law in the world with provisions that could redefine global

business practice within a short time. With its near universal juris-

diction, the Act is a significant piece of criminal legislation that

affects all corporate entities that carry on business, however limited,

in the U.K regardless of where they are incorporated and will no

doubt force a re-evaluation of how companies conduct their businesses and partnerships in order to avoid the risk of enforcement action.

The Act is especially noted for its tough provisions, unlimited juris-

diction and has already been described as the toughest anti corrup-

tion legislation in the world. The following features of the Act show

why it is imperative that it forms part of the agenda in boardrooms

across the world.

Agents or “associated per-sons” in this respect, then such a

company will not be liable for the bribe paid or received on its

behalf by its employees, agents or “associated per-sons” even if

it had no prior knowledge. What counts as adequate will depend

on the bribery risks and the na- ture, size and complexity of the

Company.

The Act defines an associated person as one “who performs

services on behalf of a Commercial Organisation”. It thus be-

comes imperative for companies that carry on a business or part

of it in the U.K. to formulate clear anti bribery policies as part

of its internal regulations to be clearly communicated to its

staff.

Corporate Hospitality

Corporate events hosted by companies for their clients or

stakeholders, although widely accepted as a normal component

of business culture may be inter-preted as a bribe and a company

may be liable under the Act where it offers hospitality, gifts

or some financial or other advantage to a foreign public offi-

cial with the intention of influ-encing the official and obtaining

or retaining businesses.

This offence relates only to the person who offers the bribe and

not the foreign public official who may be prosecuted under

Section 2 of the Act.

While the Act does not expressly forbid corporate hospitality, it

also does not draw the definitive line to show when it becomes a

bribe. Promotional expenditure aimed at marketing a corporate

organization, its products and services or to create advantageous relationships is not neces-

The Act is especially noted for its tough provisions, unlimited jurisdiction and has already been described as the toughest anti corrup-

tion legislation in the world. The following features of the Act show

why it is imperative that it forms part of the agenda in boardrooms

across the world:

Extra Territorial

Jurisdiction

The provisions of the Act are extensive, criminalizing not just brib-

ery offences occurring in the U.K or involving U.K companies, its

nationals or public officials but all forms of corporate bribery regard-

less of where the company is incorporated as long as it carries on a

business or part of a business in the U.K.

Under the Act, it is immaterial that the offence of bribery occurred

outside the U.K. or that the subject matter of the bribe had no

connection whatsoever with any U.K operation or activity. It is also

irrelevant that the bribe was not paid to a public official as the Act,

unlike the United States Foreign Corrupt Practices Act (FCPA) and

other anti corruption laws, extends the offence of bribery beyond the

scope of public officials to include bribes paid between private com-

mercial entities. A Nigerian company may therefore be prosecuted

in the U.K for violating the provisions of the Act once it carries on

a business or part of a business in the U.K.

Strict and Vicarious

Liability

What this means is that a company and its Directors will be liable for

bribes paid or received on its behalf by its agents or subsidiaries

whether or not it authorized the payment or had prior knowledge

of it. This is the corporate offence of failing to prevent bribery. The

mitigant here however is if a company can show that it had put in

place “adequate procedures” or internal anti-bribery regulations to

guide the activities of its employees.

IMPLICATIONS OF THE U.K. BRIBERY ACT ON DOING BUSINESS IN NIGERIA

Such intention may be determined by examining the nature of the

advantage offered, the manner and form in which the advan-

tage is provided and the level of influence the particular foreign

public official has over awarding business.

Bona fide hospitality and promotional or other business ex-

penditure which seeks to improve the image of a commer-

cial organisation, better to present products and services or

establish cordial relations, is recognised as an integral and

important part of doing busi ness and it does not appear to

be the intention of the Act to criminalise such behaviour. The

UK Government does not intend to use the Act to prohibit

reasonable and proportionate hospitality and promotional or

other similar business expenditure intended for these purposes.

It is, however, clear that hospitality and promotional or other similar business expenditure can and have been employed as bribes.

In order to amount to a bribe under section 6, there must be an intention for a financial or other advantage to influence the

official in his or her official role and thereby secure business or a business advantage. The standards or norms applying in a

particular sector may also be relevant in considering whether the acts carried out by the Company constitutes a bribe.

Facilitation Payments

A facilitation payment is a payment

 Identify and appoint a compliance officer. This may be a law firm or a firm of auditors.