anti bribery and corruption guide

7/30/2019 Anti Bribery and Corruption Guide

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August 2011

Anti-bribery andcorruption laws

An international guide


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3_ Foreword

4_ United Kingdom

6_ Ukraine8_ Switzerland

9_ Spain

10_ Slovenia

13_ Slovakia

14_ Serbia

15_ Russia

16_ Romania

17_ Poland

18_ The Netherlands

20_ Italy

21_ Hungary

23_ Germany24_ France

25_ Czech Republic

26_ China

27_ Bulgaria

30_ Bosnia and Herzegovina

31_ Belgium

32_ Austria

34_ Albania

36_ Contacts

The sole purpose o this publication is to provide a broad overview and comparison

o the anti-corruption laws across Europe and China. It makes no claims to

completeness and does not constitute legal advice with respect to any set o acts.

The inormation it contains is no substitute or specifc legal advice. I you have any

queries regarding the issues raised or other legal topics, please get in touch with your

usual contact or the authors o this publication.

The Anti-Corruption Zone offers you a one-stop shop for useful legal resources,information on training, the new UK Bribery Actand the latest news on UK corruption issues.

Anti-CorruptionZonewww.law-now.com/anticorruptionzone


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Foreword

The clear message for the successful global company is that with power comes responsibility and

the privilege of access to the global market brings with it the responsibility to assume high

standards of ethical business conduct.

The Woolf Committee Report,

Ethical Business Conduct in BAE Systems plc the way forward , May 2008

Bribery and corruption is a growing concern or businessesin all sectors and jurisdictions, although some involve

greater inherent risks than others. Corruption is a problem

not only rom an ethical and competition-distorting

perspective, but also because o the risk it creates to the

reputation o aected businesses and the potential

nancial implications o a conviction.

Despite the increasingly open and international marketplace,

there is no international anti-corruption law or standard. The

relevant laws in dierent jurisdictions are complex and

diverse the acts triggering oences in each state are

sometimes very dierent; the ocus is not the same;

corporates are not always exposed to liability; and the

penalties vary dramatically rom state to state. For example,

in many jurisdictions, the relevant oences carry

administrative rather than criminal sanctions. By contrast,

individuals may be sentenced to death in some countries or

corruption oences (e.g. China).

Where there are similarities, this is oten thanks to states

enacting national laws to give eect to anti-corruption

treaties and conventions to which they are party. The most

eective o these is probably the Organisation or

Economic Co-operation and Developments 1997

Convention on Combating Bribery o Foreign PublicOcials in International Business Transactions (the OECD

Convention). Its 38 signatory states agreed to adopt

legislation to criminalise bribery o oreign public ocials

and to provide international assistance in prosecuting

oreign bribery, providing or corporate liability and

imposing proportionate and eective sanctions. Most

European states have signed up to the Convention, with

Russia being the most notable absence (India and China are

also not signatories).

Not only are the laws across Europe and the emerging

markets complex, but they are changing and becoming morestringent the UKs new Bribery Act, which came into orce

on 1 July 2011, is perhaps the most well publicised recentexample o this, but there have also been recent changes in

Russia, Spain and Ukraine. Businesses need to stay ahead o

developments in this rapidly evolving area o law and any

board o directors that does not give due consideration to

these issues is arguably ailing in its duties.

In this guide, we oer a broad overview o the anti-

corruption laws across the jurisdictions where CMS

operates, by reerence to the key questions that our clients

want answered:

What are the oences?

Who can be liable and when?

What are the penalties?

What are the deences?

We have expanded the jurisdictions covered since our

previous edition in October 2010 and are now delighted to

include contributions rom our associated oces in Albania

and China.

While anti-corruption laws are evolving in many

jurisdictions, the UK Bribery Act now represents the most

expansive and stringent anti-corruption law in the world,

even compared to the US Foreign Corrupt Practices Act(FCPA). Time will tell whether the Bribery Act will be

enorced as aggressively by the UK authorities as the FCPA

has been by the US authorities. In any event, businesses

that operate in the UK now need to take heed o this

legislation, in addition to any relevant local or other laws

with extra-territorial reach that may apply to them. This

guide has been prepared to help multinational businesses

identiy the risks they ace in that regard.

We hope you nd our guide useul. Contact details o our

contributors are at the back o the guide. Please contact

them with any questions you may have.


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UNITED KINGDOM

Sources o law The Bribery Act 2010 (in orce rom 1 July 2011)

Oence General Oence - Bribing (clause 1)Oering or giving a nancial or other advantage to a person:(1) intending to induce them, or another, improperly to perorm apublic unction or business activity, or as a reward or the same; or(2) knowing or believing the acceptance would in itsel constituteimproper perormance.

General Oence - Being bribed (clause 2)(1) Requesting or accepting an advantage intending personallyor through another, improperly to perorm a public unctionor business activity, or as a reward or the same;(2) Requesting or accepting such advantage when therequest or acceptance would itsel constitute an improperperormance o a public unction or business activity; or(3) Improperly perorming such a unction or activity inanticipation o receiving such an advantage.

The bribe

Is there a presumption that any benet wasgiven/received corruptly?

X X

Would acilitation payments be caught?

Would corporate hospitality be caught? Depends on intent Depends on intent

Is there any de minimis? X X

Does the bribe have to be monetary? X X

Public ocials

Does the oence only apply to bribing publicocials?

X X

Acts perormed outside UK

Can bribery perormed outside UK becaught?

(i committed by a British national, or resident, a national o a

British overseas territory or a body incorporated in the UK)

(i committed by a British national, or resident, a national oa British overseas territory or a body incorporated in the UK)

Does the act also need to be illegal in theoreign country o perormance?

X X

Who can be liable

UK national?

UK company?

UK partnership (including limited liabilitypartnership)?

2

Director o UK company? (either directly or i the Director consented or connived in an

oence committed by the company3)

(either directly or i the Director consented or connived in an

oence committed by the company)

UK company i the bribe is committed abroadby its oreign subsidiary?

X X

Foreign subsidiary o a UK company i thebribe is committed abroad?

X X

Foreign national/company/partnership i thebribe is committed in England or Wales?

Foreign national domiciled or ordinarilyresident in UK i the bribe is committedoutside UK?

Foreign company/partnership i the bribe iscommitted abroad?

X X

Penalties

Penalties include: Individuals Imprisonment or up to 10 years Unl imited ne

Companies Unl imited ne Debarment rom public contracts A conscation order under the Proceeds o Crime Act 2002

(POCA)

Individuals Imprisonment or up to 10 years Unl imited ne

Companies Unl imited ne Debarment rom public contracts A conscation order under the Proceeds o Crime Act

2002 (POCA)

Deences

Are there any deences available? X X

1 Unlike the other oences, the oence o bribing a oreign public oci al does not require impropriet y as part o the wrongul act, but only that the advantage is given in order to infuence. Clearly, corporate

hospitality is intended to infuence the recipient to look avourably on the giver o the hospitality. Thereore, the legislation relies on prosecutorial discretion with respect to corporate hospitality given to oreign

public ocials.

2 person is not dened, but under sections 5 and 11 o the Interpret ation Act 1978, person is to be construe d as extending to a body o persons corpo rate or unincorporate.


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Bribing a oreign public ocial (clause 6)Oering or giving to (or with the assent o) a oreign public ocialany advantage that is neither permitted nor required by thewritten law applicable to that ocial, intending (i) to infuencethem in their capacity as a oreign public ocial and (ii) to obtainor retain business or a business advantage.

Corporate oence (clause 7)A company or partnership ailing to prevent bribery (underclause 1 or 6) committed anywhere in the world by a personperorming services on its behal intending to obtain orretain business or a business advantage or the company/partnership UNLESS adequate procedures were in placedesigned to prevent the bribery.

X X

1 Depends on intent

X X

X X

X

(i committed by a British national, or resident, a national o a

British overseas territory or a body incorporated in the UK)

(i the deendant company or partnership is incorporated, orcarries on a business, or part o a business in any part o the

UK)

X X

XOnly corporates and partnerships can be liable

(either directly or i the Director consented or connived in an

oence committed by the company)

X

X (i the subsidiary is perorming services on the UK companys

behal and the bribe was made with the intention oobtaining or retaining business or a business advantage or

the parent)

X (i the company carries on a business, or part o a business

in any part o the UK)

(not oreign nationals)

X

X ()(i the company carries on a business, or part o a business

in any part o the UK)

Individuals Imprisonment or up to 10 years

Unl imited ne

Companies Unl imited ne

Debarment rom public contracts

A conscation order under POCA

Companies Unl imited ne

Debarment rom public contracts4

A conscation order under POCA

X It is a deence or the corporate to show that it had in

place adequate procedures designed to prevent briberyon its behal5

3 I no act or omission which orms part o the oence by the company took place in the UK, the Director (or senior ocer) must have a close connection

with the UK i.e by being a British national or resident, or a national o a British overseas territory.

4 The Government has indicated that such a conviction would not automatically trigger automatic debarment but it remaining a discretionary penalty.

5 Adequate procedures, in line with Government guidance published in March 2011, should heed six broad principles which are (i) proportionality, (ii)

commitment to an anticorruption culture rom the senior management o the organisation, (iii) assessment o possible risks, (iv) due diligence on parties

dealt with in the course o business, (v) communication and training on procedures and policies and (vi) monitoring and review o the same.


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UKRAINE

Source o law Law on Fundamentals o Preventing and Combating Corruption; Criminal Code o Ukraine; Code on AdministrativeOences o Ukraine

Oence Criminal oenceBeing bribed:Receiving a bribe: When a public ocial receives a bribe in any orm or perormance or non-perormance o his or herunctions in the interests o the briber or a third party.Illegal enrichment: When a public ocial receives an unlawul advantage o a signicant amount 1 or such an advantage istranserred to a public ocials close relatives, should it not be evident, or example, that the advantage is received or acting inthe interests o the briber or a third party.Extortion (provocation o a bribe): When a public ocial oers or receives a bribe or an unlawul advantage with the aim o

later reporting the person who gave or received the bribe.Bribing:Commercial bribery: Oering, giving or transerring an unlawul advantage to an ocer o a legal entity or perormance ornon-perormance o actions by exercising his or her authority in the interests o the person oering or transerring the unlawuladvantage.Bribing a public ofcial: Oering, giving or transerring to an auditor, notary, or other person who is not a public ocial butwho is conducting a proessional activity connected with the provision o public services (including experts, trustees, arbitrators,etc.) o an unlawul advantage or perormance or non-perormance o actions by exercising ones authority in the interests o theperson oering or transerring the unlawul advantage.Middleman:Receiving an unlawul advantage or infuencing the decision making o a person authorised to exercise state unctions or oeringto infuence such a decision.

Oering and giving an unlawul advantage to a person oering or agreeing to infuence making o a decision by a personauthorised to exercise state unctions.

The bribe


X


Would corporate hospitality be caught? X

Is there any de minimis?

Does the bribe have to be monetary? X

Public ocials


X

Acts perormed outside Ukraine

Can bribery perormed outside Ukraine becaught?

(i perormed by a Ukrainian citizen or person without citizenship domiciled in Ukraine)


X

Who can be liable

Ukrainian national?

Ukrainian company? X (legal entities cannot be held liable only individuals caught)

Ukrainian partnership (including limitedliability partnership)?

-

Director o Ukrainian company? X

Ukrainian company i the bribe is committedabroad by its oreign subsidiary?

X

Foreign subsidiary o a Ukrainian company ithe bribe is committed abroad?

X

Foreign national/company/partnership i thebribe is committed in Ukraine?

(only oreign nationals)

Foreign national domiciled or ordinarily

resident in Ukraine i the bribe is committedoutside Ukraine?


X

Penalties

Penalties include: Recipient Fine o up to 1500 tax-ree allowances (approximately

2,300) Debarment rom certain positions and activities or up to 3

years Conscation o property Detention or up to 5 years Imprisonment or up to 12 years

Briber Fine o up to 1000 tax-ree allowances (approximately

1,550)

Debarment rom certain positions and activities or up to 3years Imprisonment or up to 10 years

Middleman Fine o up to 1500 tax-ree allowances

(approximately 2300) Conscation o property

Detention or up to 5 years Imprisonment or up to 8 years

Deences

Are there any deences available? There are specic deences which cover extortion and reporting the bribe beore a criminal case is opened in connection with

such a bribe.


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Administrative oenceAbuse o ofce: Abuse o oce by a person who receives an unlawuladvantage not exceeding one hundred tax-ree allowances (approximatelyEUR 155) or accepting the promise/oer o such advantage or his ownbenet or or the benet o third parties.

Oer or delivery o an unlawul advantage: Oer or delivery o anunlawul advantage to a public ocial directly or to another relatedperson not exceeding one hundred tax ree allowances.

Violation o legally established restrictions regarding theacceptance o gits or donations: Violation o legally establishedrestrictions or prohibitions by accepting gits or donations.

Failure to take action with respect to the prevention o corruption:Failure by a state ocial, local government ocial or an ocer o a legalentity to take legally established actions to prevent and detect corruptionoences.

X

2

X

X

X

X

X

-

(applies only to a ailure to prevent corruption)

X

X

(only oreign nationals)

X

X

Recipient Fine o up to 500 tax-ree allowances (approximately 770) Conscation o property

Briber Fine o up to 500 tax-ree allowances (approximately 770)

Failure to prevent corruption Fine o up to 125 tax-ree allowances (approximately 190)

X

1 A signicant amount should be understood as monetary unds or other property, advantages, benets,

services or intangible assets exceeding one hundred tax-ree allowances (approximately 155) being

promised, oered, provided or accepted without legal entitlement either at no charge or at a price that is

lower than the minimum market price.

2 The value o the corporate hospitality (donation) received by an ocial may not exceed 50% o the

minimum statutory monthly salary or a one-o hospitality (donation) or one minimum statutory monthly

salary cumulatively or hospitality (donations) received rom one source within one calendar year.


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SWITZERLAND

Sources o law Article 322ter - Article 322octies Swiss Criminal Code (StGB)Article 4a Federal Act against Unair Competition (UWG)

Public Sector Private Sector

Oence Bribery o Swiss and Foreign public ocials (Articles 322terand 322septies StGB, Article 322octies StGB)Any act by which a public ocial1 is oered, promised or grantedan undue (material or immaterial) advantage, or his own oranothers benet, or the commission or omission o an act in

relation to his ocial duties that is contrary to his duties or thatdepends on the exercise o his discretionary powers, or otherwiseor the perormance o his duties.

Bribery o private persons (Article 4a in connectionwith Article 23 UWG)2BribingOering, promising or granting an undue advantage to anemployee, or other person acting on behal o another in

the private sector in connection with their ocial activity,in return or an act or omission in breach o their duty or attheir discretion.Being BribedRequesting, obtaining or accepting an undue advantage bysuch person.

The bribe


X X

Would acilitation payments be caught? (Swiss public ocials)X (Foreign public ocials)

X

Would corporate hospitality be caught? 3 3



Public ocials


X

Acts perormed outside Switzerland

Can bribery perormed outside Switzerlandbe caught?

(i the act is also a criminal oence in the respective

oreign country)

(i the act is also a criminal oence in the respective

oreign country)


Who can be liable

Swiss national?

Swiss company? 4 4

Swiss partnership (including limited liabilitypartnership)?

4 4

Director o Swiss company? 5 5

Swiss company i the bribe is committedabroad by its oreign subsidiary?

6 6

Foreign subsidiary o a Swiss company i thebribe is committed abroad?

X X

Foreign national/company/partnership i thebribe is committed in Switzerland?

Foreign national domiciled or ordinarilyresident in Switzerland i the bribe iscommitted outside Switzerland?

(i the perpetrator is in Switzerland, and is not extradited to the

oreign state)

(i the perpetrator is in Switzerland, and is not extradited to

the oreign state)


X X

PenaltiesPenalties include: Individuals

Imprisonment or up to 5 years

A ne o up to CHF 1,080,000

Companies A ne o up to CHF 5,000,000

Individuals Imprisonment or up to 3 years A ne o up to CHF 100,000 Potential disqualication rom acting as a director (in

highly regulated sectors)

Companies A ne o up to CHF 5,000,000 Conscat ion

Deences

Are there any deences available? According to Article 322octies StGB, advantages to public ocialsare not deemed illegal when allowed by sta regulations or whenthey are o minor value in accordance with social custom.

According to Article 4a UWG, advantages to privatepersons are not deemed illegal i they are agreed with theprincipal or when they are o minor value in accordancewith social custom.

1 A public ocial is a member o a judicial or other authority, a public employee, an expert, translator or interpreter employed by any authority, an arbitrator or a member o the armed orces.

2 Unlike the bribery o public ocials, the bribery o private persons is pursued under criminal law only on complaint (Article 23 UWG).

3 According to Article 322octies StGB advantages to public ocials are not undue when allowed by sta regulations or when they are o minor value in accordance with social custom (e.g. i a company

bears the costs o a business lunch with public ocials). Advantages to private persons are not undue i they are agreed with the principal or when they are o minor value in accordance with social custom.

4 Where the company/partnership has not undertaken all requisite and reasonable organisational precautions required to prevent the bribery o public ocials.

5 A director is liable or his own behaviour.

6 Such liability is possible i the Swiss company was responsible or anti-corruption compliance o the oreign subsidiary.


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SPAIN

Current Legislation

Sources o Law Articles 419-422, 424, 427 and 445 o Organic Law 5/2010 oJune 22 (CP 2010), enacting the new Penal Code eective on23 December 2010

Article 286 o Organic Law 5/2010 o June 22 (CP2010), enacting the new Penal Code eective on23 December 2010

Oence Bribing(1) Oering or giving any git or benet to a public ocial1 to perorm an act inbreach o his duties or to omit or delay perormance o an act within his duties;(2) Oering, promising or giving an advantage to a oreign public ocial2 (ortheir or anothers benet) to act or rerain rom acting in a particular way,

in order to obtain or retain business or another unair advantage.Being bribedA public ocial soliciting or accepting a git or other benet: (i) toimplement an unair action; (ii) to perorm or omit to perorm an actwithin this scope o his authority; or (iii) or as a reward or the same.

Oering, promising or giving any advantage to adirector, manager, or employee o a corporate whetheror his or anothers benet, in return or thenon-perormance o his obligations as such3.

Requesting or accepting such advantage by suchdirector, manager, or employee or such non-perormance.

The bribe

Is there a presumption that any benet wasgiven/received corruptly

X X


Would corporate hospitality be caught?



Public ocials


X

Acts perormed outside Spain

Can bribery perormed outside Ukraine becaught?

4 5


(i there is no judgment yet)

(i there is no judgment yet)

Who can be liable

Spanish national?

Spanish company?

Spanish partnership (including limited liabilitypartnership)?

Director o Spanish company? Spanish company i the bribe is committedabroad by its oreign subsidiary?

X X

Foreign subsidiary o a Spanish company ithe bribe is committed abroad

X X

Foreign national/company/partnership i thebribe is committed in Spain?

Foreign national domiciled or ordinarilyresident in Spain i the bribe is committedoutside Spain?

X X


X X

Penalties

Penalties include: Imprisonment or up to 6 years or nes

Disqualication o the public ocial rom public employment or upto 12 years depending on the oence

I the bribe was given in relation to public tenders, private individualsand/or corporates ace disqualication rom public tenders, subsidiesand aid or 3 to 7 years

Suspension o corporate activities or up to 5 years and nes For bribery o oreign public ocials: as above and nes up to

double the benet obtained

Individuals prohibition rom public sector procurement and loss osubsidies/ aid and prohibition rom taking part in commercial transactionso public importance or 7 to 12 years

Companies nes up to 5 times the benet obtained

Imprisonment or up to 4 years

Disqualication rom engaging in trade or up to6 years

Fines up to 3 times the value o the prot or

advantage obtained

Companies A ne

Deences


1 Public ocial means a person who exercises public unctions and includes jury members, arbitrators, experts, and anyone perorming or providing public services and judicially appointed auditors. All EUpublic ocials (i.e. public ocials o any Member State and those perorming equivalent unctions within EU bodies) are treated as public ocials or these purposes.

2 Foreign public oci al means any person holding a legislative, administrative or judicial oce o a oreign country whether appointed or elected, any person exercising a public unction (including at a public

agency or enterprise) o a oreign country and any agent or ocer o a public international organisation.

3 Small promotional gits or lunch invit ations that do not give rise to relevant commercial decisions are excluded rom the term advantage or prot. However, as this is a recently incorporated article, there are

currently no judicial interpretations o this provision. In any event, companies should implement policies and procedures or employees or representatives.

4 I committed by a Spanish national/ resident (art 23.2 LOPJ).

5 I committed by a Spanish national/ resident (art 23.2 LOPJ).


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SLOVENIA

Sources o law Criminal Act1

Oence Unjustied giving o gits (Art. 242 KZ-1)(1) Oering or giving an unauthorised git or advantage to aperson:(A) perorming an economic activity to (i) obtain an unjustiedbenet or someone and (ii) inducing that person to concludebusiness unlawully (contrary to the interests o the organisation orcausing damage to the organisation); or(B) in return or business or other benets.

Unjustied acceptance ogits (Art . 241 KZ-1)(1) Requesting or accepting an advantage personally oror another:(A) in return or acting against the interests o, or to causedamage to the principal/employer, or as a reward or thesame; or(B) to obtain or retain business or other benets.

The bribe


X X





Public ocials


X X

Acts perormed outside Slovenia

Can bribery perormed outside Slovenia becaught?

(i committed by Slovenian national or company)



Who can be liable

Slovenian national?

Slovenian company?

Slovenian partnership (including limitedliability partnership)?

Director o Slovenian company?

Slovenian company i the bribe is committed

abroad by its oreign subsidiary?

X X

Foreign subsidiary o a Slovenian company ithe bribe is committed abroad?

X X

Foreign national/company/partnership i thebribe is committed in Slovenia?

Foreign national domiciled or ordinarilyresident in Slovenia i the bribe is committedoutside Slovenia?

X X


X X

Penalties

Penalties include: Individuals Imprisonment or up to 5 years

Return the value o the bribe

Companies Fine o up to 200 times the amount o damage caused or

benet obtained Conscat ion Wind ing-up Prohibition on participating in public procurement or up

to 10 years Prohibition on trading in nancial instruments or up to

8 years

Individuals Imprisonment or up to 5 years

Return the value o the bribe

Companies Fine o up to 200 times the amount o damage caused

or benet obtained Conscat ion Winding-up Prohibition on participating in public procurement or

up to 10 years Prohibition on trading in nancial instruments or up

to 8 years

Deences


1 Criminal Act (Kazenski zakonik, Ocial Gazette o Republic o Slovenia, No. 55/08 et al., hereinater reerred to as KZ-1).


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Bribing (Art. 262 KZ-1)Oering or giving an advantage to an ocial to perorm or not toperorm an act within the scope o his ocial duties whether ornot the act should be perormed in any event.

Being Bribed (Art. 261 KZ-1)Requesting or accepting a git or other avour or theperormance or non-perormance o an act within thescope o his ocial duties, whether or not the act shouldbe perormed in any event.

X X

Depends on intent Depends on intent

X X


(i committed by Slovenian national)

X

X

X X

X X

X

X X

X X

Individuals

Imprisonment or up to 5 years and a ne

Companies

Fine o up to 200 times the amount o damage caused orbenet obtained

Conscat ion Winding-up Prohibition on participating in public procurement or up to

10 years Prohibition on trading in nancial instruments or up to

8 years

Individuals Imprisonment or up to 5 years and a ne

X X


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2 Public Sector Integrity Act (Zakon o integriteti in prepreevanju korupcije, Ocial Gazette o Republic o Slovenia, No. 45/2010, hereinater reerred to as

ZIntPK).

3 Gits to ocials by representatives o other government bodies, countries and international organisations and institutions given in the course o

visits or on other occasions, and other gits given in similar circumstances, shall be regarded as protocol gits.

4 Gits given at special occasions not exceeding the value o 75 or gits whose total value in a year does not exceed 150, i they are received rom

the same person, shall be regarded as occasional gits o low value. In no case may cash, securities or precious metals be accepted.

SLOVENIA (CONTINUED)

Sources o law Public Sector Integrity Act2

Oence Prohibition and restriction on receipt o gits by ocials(Art. 30 ZIntPK)An ocial shall not accept gits or other benets relating to theholding o oce, except or protocol gits3 and occasional gits olow value4, or not at all i they may aect the objective andimpartial holding o oce.

Gits to government and local bodies and holders o apublic authorisation (Art. 34 ZIntPK)Public authorities and servants / ocials may receive gitsonly as provided by law, but shall not receive gits whichmay aect the legality, objectivity and impartiality o theiroperation.

The bribe


X X


Would corporate hospitality be caught? X X



Public ocials


X

Acts perormed outside Slovenia

Can bribery perormed outside Slovenia becaught?


X X

Who can be liable

Slovenian national?

Slovenian company? X

Slovenian partnership (including limitedliability partnership)?

X

Director o Slovenian company? X

Slovenian company i the bribe is committed

abroad by its oreign subsidiary?

X X

Foreign subsidiary o a Slovenian company ithe bribe is committed abroad?

X X

Foreign national/company/partnership i thebribe is committed in Slovenia?

X X

Foreign national domiciled or ordinarilyresident in Slovenia i the bribe is committedoutside Slovenia?

X X


X X

Penalties

Penalties include: Fines o 400 1,200 Fines o up to 4,000 or a misdemeanour by theresponsible person

Fines o up to 100,000 or a misdemeanour on aholder o a public authority or another legal person opublic or private law

Deences



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SLOVAKIA

Sources o law Act No. 300/2005 Coll. the Penal Code as amended (Art. 328- 336, Art. 326, Art. 233- 234, Art. 241, Art. 266- 268)Act No. 301/2005 Coll. the Criminal Procedure Code as amended (Art. 10 sec. 20, sec. 21 a sec. 22, Art.108, Art.113 toArt. 117)Act No. 291/2009 Coll. establishing Specialized Criminal Court Act, as amended

Oence Receiving bribesA person directly or indirectly receiving a bribe1: (i) to infuence hisbehaviour and incline him to act contrary to his duty arising romhis employment, proession, position or unction; or (ii) in relationto an acquisition in the public interest2 (Penal Code Art. 328 and329).

A public ocial3 directly or indirectly receiving a bribe inconnection with serving oce (Penal Code Art. 331).

A oreign public ocial directly or indirectly receiving a bribe toinfuence them in their capacity as such and to obtain or retainbusiness or a business advantage (Penal Code Art. 330).

BriberyA person directly or indirectly oering or giving a bribe: (i)to infuence his behaviour and incline him to act contrary tohis duty arising rom his employment, proession, positionor unction; or (ii) in relation to an acquisition in the publicinterest2 (Penal Code Art. 332 and 333).

A public ocial3 directly or indirectly oering or giving abribe to a public ocial (Penal Code Art. 335).

Directly or indirectly oering or giving a bribe to a oreignpublic ocial to infuence him in his capacity as such and toobtain or retain business or a business advantage (PenalCode Art. 334).

The bribe


X X


Would corporate hospitality be caught? Depends on intent4 Depends on intent4



Public ocials


X X

Acts perormed outside Slovakia

Can bribery perormed outside Slovakia becaught?

5 5


X6 X6

Who can be liable

Slovakian national?

Slovakian company?

7

7

Slovakian partnership (including limitedliability partnership)?

Director o Slovakian company?

Slovakian company i the bribe is committedabroad by its oreign subsidiary?

X X

Foreign subsidiary o a Slovakian company ithe bribe is committed abroad?

Foreign national/company/partnership i thebribe is committed in Slovakia?

Foreign national domiciled or ordinarilyresident in Slovakia i the bribe is committedoutside Slovakia?


X X

Penalties

Penalties include: Individuals Imprisonment or up to 8 years (or 12 years i bribery o a

oreign public ocial)

Companies Conscat ion

Individuals Imprisonment or up to 3 years (or 5 years i bribery o

a oreign public ocial)

Companies Conscat ion

Deences


1 Bribe means any object or perormance, whether tangible or intangible, to which no legal entitlement exists (on the part o the receiver).

2 The intermediary o an indirect bribe will also be guilty o an oence (Penal Code Art. 336 sec. 1 and 2).

3 i.e. a member o a oreign parliamentary assembly, a judge or an ocial o an international judicial body acknowledged by the Slovak Republic or a representative or an employee o an

international, multinational, intergovernmental organisation or body o which the Slovak Republic is a member or with which it is in a contractual relationship, or a person in a similar position.

4 Public ocials are prohibited rom accepting any corporate hospitality.5 I committed: (i) by a Slovak national or a body incorporated in the Slovak Republic; or (ii) outside the jurisdiction, but the result o the bribe impacts in the Slovak Republic.

6 It must be illegal in the country o perormance i committed by a oreign national who was arrested or taken into custody in the Slovak Republic and not extradited.

7 Where persons in charge o management (representation, decision and controlling tasks) have: (i) neglected supervision and control as a result o which an employee/ agent committed the

oence; or (ii) themselves committed the oence.


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SERBIA

Source o law Criminal Code (Ofcial Gazette o RS No. 85/2005, 88/2005, 107/2005, 72/2009 and 111/2009)Law on Criminal Liability o Legal Entities (Ofcial Gazette o RS No. 97/2008)

Oence BribingAny git or other advantage which is given, oered or promised, directly or indirectly, to an ocial, oreign ocial or responsibleperson in a company, institution or other legal entity in order that the ocial, acting within their powers, peroms or omits toperorm an act which he is permitted or not permitted to perorm.

Being bribedAny git or other advantage which is requested or accepted, directly or indirectly, by an ocial, oreignocial or responsible person in a company, institution or other legal entity in order that the ocial, acting

within their powers, perorms or omits to perorm an act which he is permitted or not permitted to perorm.

Intermediary oenceThere is also an oence or intermediaries acting between the person giving and the person accepting the bribe.

The bribe


X



Is there any de minimis? (i.e. i the degree o guilt is low, i there are no harmul consequences and/or i the oence is minor and imposing a penalty would

not be in line with Serbian public policy)


Public ocials


Acts perormed outside Serbia

Can bribery perormed outside Serbia becaught?


(i the bribe is perormed by the oreign national)

Who can be liable

Serbian national?

Serbian company?

Serbian partnership (including limited liability

partnership)?

Director o Serbian company?

Serbian company i the bribe is committedabroad by its oreign subsidiary?

Foreign subsidiary o a Serbian company ithe bribe is committed abroad?

X

Foreign national/company/partnership i thebribe is committed in Serbia?

Foreign national domiciled or ordinarilyresident in Serbia i the bribe is committedoutside Serbia?


(under certain conditions1)

PenaltiesPenalties include: Individuals

Imprisonment or up to 15 years (aggregated, together with dierent modalities o the oence)

Companies Fines (in general not higher than RSD 500,000,000 (5,000,000)) Cessation o the legal entity

Deences

Are there any deences available? In relation to oences under the Serbian Criminal Code, an individual may be cleared o charges i ater committing the act o

bribery (giving a git or other beneit) that individual reports the bribe beore it has been detected.

1 I the oreign company/partnership is within the jurisdictional reach o the Serbian authorities (i.e. i the individual responsible is in Serbia or has been extradited there) and an oence has

been committed against Serbia or a Serbian national.


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15

RUSSIA

Source o law Criminal Code, Code o Administrative Oences, Law on Anti-Corruption, Law on Public Procurement,Law on State Civil Service

Oence CorruptionEither involves the giving or taking o bribes, or actions by ocials abusing their positions or power, which both damage thelawul interests o society or the state and are aimed at obtaining prots (including valuables, property, property services orproperty rights). Companies can be guilty where corrupt activities take place on their behal or in their interest (Law onAnti-Corruption).Receipt o bribe by an ocialReceipt by an ocial o money, securities or other property or benets or his/her perormance (or non-perormance) o actions inavour o a briber, i such actions are related to the ocials duties (Criminal Code).Giving a bribeGiving a bribe to an ocial (Criminal Code).Commercial briberyIllegal transer o money, securities and other property or rendering services to a company executive or his/her perormance (ornon-perormance) o acts in the interests o the briber, i such acts are related to the duties o the executive (Criminal Code).Provoking a bribe or a commercial bribeAn attempt to give money, securities, other valuables or rendering services to an ocial or a company executive, in the absence othe persons consent, made or the purpose o alsiying evidence o a crime or blackmailing (Criminal Code).Intermediation in briberyDirect transer o a bribe upon request o the bribe giver or taker or other assistance to a bribe giver and/or taker to achieveagreement between them in giving or receiving a bribe. Intermediation in bribery or the knowing perormance o illegal actions(or non-perormance) by a person using his/her ocial position. P romise or oer to intermediate in bribery.

The bribe


X



Is there any de minimis? 1

Does the bribe have to be monetary? X2

Public ocials


X3

Acts perormed outside Russia

Can bribery perormed outside Russia becaught?

X4


Who can be liable

Russian national? (or oences committed in Russia)

Russian company? (or oences committed in Russia)

Russian partnership (including limited liabilitypartnership)?

(or oences committed in Russia)

Director o Russian company? (or oences committed in Russia)

Russian company i the bribe is committedabroad by its oreign subsidiary?

X

Foreign subsidiary o a Russian company ithe bribe is committed abroad?

X

Foreign national/company/partnership i thebribe is committed in Russia?

Foreign national domiciled or ordinarilyresident in Russia i the bribe is committedoutside Russia?

X


X

Penalties

Penalties include: Individuals Imprisonment or up to 12 years with a ne o up to RUR 500m (12.5m) or up to 70 times the sum o the bribe

Companies Administrative ne o up to RUR 100m (2.5m) and seizure o the pecuniary gain

Deences

Are there any deences available? An individual who has given or accepted or acilitated a bribe may be absolved o criminal liability i ater the bribe they actively

contributed to solving or preventing the bribery oence and inormed the respective authority about the bribe.

1 No gits are allowed to state ocials; cost o gits between commercial organisations shall not exceed RUR 3,000 (75) (Law on State Civil Service).

2 Not necessarily; the bribe could be in cash or in kind. (Law on State Civil Service, Criminal Code).

3 Bribery applies only to state ocials; commercial bribery applies to corrupt practices in business. (Criminal Code).

4 No specic Russian legislation exists in this respect; bribery perormed abroad could be caught by international treaties.


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ROMANIA

Source o law Criminal Code:Law 78/2000 on prevention, discovery and punishing corrupt actsLaw no. 656/2002 on prevention and sanc tioning o money launderingLaw no. 82/1991 on accounting registrationsLaw no. 188/1999 on the public ofcials Statute

Oence Bribing and being bribedPromising, oering, giving to, soliciting or receiving rom an ocial, either directly or indirectly, money or other undue benetsor the purpose o inducing, or rewarding the perormance, non-perormance or delaying o a work related act, or with thepurpose o carrying out an act contrary to the ocials duties.Infuence peddling

The acceptance or the soliciting o money or other undue benets or the acceptance o promises, or gits, directly or indirectly,or himsel/hersel or or another person, by a person who has infuence (or gives the impression that he/she has infuence) overan ocial so that the ocial does or does not perorm an act which is part o his/her work related unction.Receiving undue benetsReceipt by an ocial, directly or indirectly, o money or other benets, by using his ocial position.The oences above represent pure corruption crimes. There are also numerous corruption or corruption-related crimes under Law78/2000.

The bribe


X


Would corporate hospitality be caught? (depends on intent)

Is there any de minimis? X


Public ocials


X(it also applies to the public ocials themselves and to people who control, participate in or can

infuence the decision-making process in matters o public interest)

Acts perormed outside Romania

Can bribery perormed outside Romania becaught?


()Depends on the crime perpetrated and on the International Conventions between the two states (the state o the

criminal and the state where the crime was perpetrated

Who can be liable

Romanian national?

Romanian company? 1

Romanian partnership (including limitedliability partnership)?

XThere is no legal concept o partnership under Romanian law

Director o Romanian company? (a director can be liable or crimes which only he can commit)

Romanian company i the bribe is committedabroad by its oreign subsidiary?

X

Foreign subsidiary o a Romanian company ithe bribe is committed abroad?

X

Foreign national/company/partnership i thebribe is committed in Romania?

Foreign national domiciled or ordinarilyresident in Romania i the bribe iscommitted outside Romania?

X

Foreign company/partnership i the bribe iscommitted abroad? X

Penalties

Penalties include: For the most serious corruption crimes, Romanian law provides a maximum prison sentence o 20 years

Other penalties include: restrictions on certain property, as well as conscation o money, valuables, or any other type ogoods used or committing the crime, i these goods cannot be returned to the victim. I the goods cannot be ound, theoender has to pay the pecuniary equivalent

Deences

Are there any deences available? X

1 As per Law 278/2006


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POLAND

Source o law The Criminal Code1

Oence The Criminal Code

Corruption (public sector oence)Giving or promising to provide a nancial or personal benet to a person perorming public unctions; receiving a nancial orpersonal benet or the promise o such benet in connection with a person perorming public unctions.

Corruption (private sector oence)Demanding or accepting a nancial or personal benet or the promise o such benet in connection with perorming managerialunctions which could result in a loss, an act o unair competition or preerential treatment.

The bribe


X





Public ocials


X

Acts perormed outside Poland

Can bribery perormed outside Poland becaught?


2

Who can be liable

Polish national?

Polish company?

Polish partnership (including limited liabilitypartnership)?

Director o Polish company?

Polish company i the bribe is committedabroad by its oreign subsidiary?

Foreign subsidiary o a Polish company i thebribe is committed abroad?

X

Foreign national/company/partnership i thebribe is committed in Poland?

Foreign national domiciled or ordinarilyresident in Poland i the bribe is committedoutside Poland?


X

Penalties

Penalties include: Individuals

Imprisonment or up to 12 years and/or nes

Companies Fines (in some cases these are dependant on a person acting on behal o the corporate having been convicted o an

oence) Potential debarment rom public tenders

Deences

Are there any deences available? Inorming a prosecution body and revealing all details about the oence beore it is detected or i the benet is

permitted under other legal provisions (such as pharmaceutical law).

1 Separate special corruption oences apply in respect o bribery in the healthcare and pharmaceutical sectors. These apply both to bribery o public ocials and private persons

and companies.

2 Not i a Polish public ocial committed a crime in a oreign jurisdiction when perorming his public unctions nor i a bribe is directed at a Polish oce or public ocial.


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18

THE NETHERLANDS

Source o law Art. 177 DCCArt. 177a DCC

Art. 362 DCCArt. 363 DCC

Oence Bribing a public ocial1

(1) To oer or give a benet to a public ocial2 with the purposeo obtaining an act or omission by him/her that is (i) in breach ohis/her ocial duties or (ii) not in breach o his/her ocial duties.

A public ocial being bribed1To request or accept a git, promise or service as a publicocial, knowing or reasonably suspecting that such anadvantage has been given to obtain an act or omission byhim/her that is in (i) breach o his/her ocial duties; or (ii)not in breach o his/her ocial duties.

The bribe


X X





Public ocials


3 3

Acts perormed outside the Netherlands

Can bribery perormed outside theNetherlands be caught? 6


X

Who can be liable

Dutch national?

Dutch company? X

Dutch partnership (including limited liabilitypartnership)?

X

Director o Dutch company? 7 X

Dutch company i the bribe is committedabroad by its oreign subsidiary?

8 X

Foreign subsidiary o a Dutch company i thebribe is committed abroad?

X

Foreign national/company/partnership i thebribe is committed in the Netherlands?

X

Foreign national domiciled or ordinarilyresident in the Netherlands i the bribe iscommitted outside the Netherlands?

X


X

Penalties

Penalties include: Imprisonment or up to 4 years A ne o up to 76,000 or natural persons and up to

760,000 or companies Disqualication rom practising the proession in which the

person committed the crime Deprivation o certain rights

Imprisonment or up to 4 years (or 6 years in limitedcircumstances)

A ne o up to 76,000 Disqualication rom practising the proession in which

the person committed the crime Deprivation o certain rights

Deences


1 Special oences apply i the ocial is a judge.

2 The term ocial as dened in art.178, is deemed to include an ocial o a oreign state or an international organisation ( art. 178a DCC).

3 Separate oences exist or bribery o and accepting bribes by non-pub lic ocials (art. 328ter DCC).

4 I the person who oers the hospitality reasonably assumes that its acceptance will be concealed rom the employer or principal (even i the receiving employee does disclo se the git to his/her

employer.

5 I the receiving employee conceals the acceptance o hospitality rom his/her employer.

6 Bribery perormed outside The Netherlands can be caught i perormed by a Dutch ocial or regarding a Dutch ocial so long as the act is also penalised in the law o the country in which the

oence is committed.

7 Liability or criminal acts is established, i the director (or a member o senior management) can be regarded as having actually directed the oence, i.e. i he had the authority and

responsibility to take measures to prevent the oence, but ails to take those measures, thereby intentionally urthering the commission o the oence.

8 I the act is perormed against /regarding a Dutch ocial and the act is also penalised in the law o the country in which the oence is committed, and the company can be regarded as having

actually directed the oence (see note 7).

9 I perormed by a Dutch national.

10 I the company can be regarded as having actually directed the oence.


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Art. 328ter par. 2 DCC Art. 328ter par. 1 DCC

Active private briberyTo oer or give a benet to an employee or agent or another, inrelation to an act or omission in his/her employment or mandate incircumstances which must lead to the assumption that theemployee/agent, in violation o good aith requirements, willconceal the advantage rom his/her employer or principal.

Passive private briberyTo accept a git, or benet in the service o an employer orin the exercise o a mandate, and in breach o good aithconcealing the acceptance o the advantage rom theemployer or principal.

X X

4 5

X X

X X

X X

9

X

X

7

10 X

X X

X

X X

X X

Imprisonment or up to 2 years A ne o up to 76,000 Disqualication rom practising the proession in which the

person committed the crime

Imprisonment or up to 2 years A ne o up to 76,000 Disqualication rom practising the proession in which

the person committed the crime

X X


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ITALY

Source o law (Civil Law) Italian criminal code (ICC), sec.No. 318 et seq.

Legislative DecreeNo.231/2001 (Decree 231)1

Italian civil code (sec. No. 2635)2

Oence BriberGiving money/advantage to a publicocial, in order to act or not to act in acertain way (either in breach o hisduties or not).RecipientPublic ocial namely a Governmentocial or public service agent receiving

such reward or himsel or or a thirdparty.

BriberCompanys executive/representative oremployee giving, in the interest o and/or or the advantage o the company,money/advantage to a public ocial, inorder to act or not to act in a certain way(either in breach o his duties or not).Recipient

Public ocial (Government ocial orpublic service agent) receiving suchreward or himsel or or a third party.

BriberGiving or promising any advantage to acompanys managers, general directors,directors responsible or the companysbalance sheets, auditors and liquidators, inorder to act or rerain rom acting, inbreach o their duties, provided thatdamage is caused to the person concerned.

RecipientManagers, general directors, directorsresponsible or the companys balancesheets, auditors and liquidators who receiveor accept the promise o such advantage.

The bribe


X X X

Would acilitation payments be caught? Depends on the intent Depends on the intent Depends on the intent

Would corporate hospitality be caught? Depends on the intent Depends on the intent Depends on the intent

Is there any de minimis? X(although the git cannot be so smallthat it is not considered a reward)

X(although the git cannot be so smallthat it is not considered a reward)

X(although the git cannot be so small that it

is not considered a reward)

Does the bribe have to be monetary? X X X

Public ocials


X

Acts perormed outside Italy

Can bribery perormed outside Italy becaught?

(i committed by an Italian national3)

(i committed by an Italian national

companys executive and/or employee4)

(i committed by an Italian national5)


X X X

Who can be liable

Italian national?

Italian company? X X

Italian partnership (including limited liabilitypartnership)?

X 6 X

Director o Italian company?

Italian company i the bribe is committedabroad by its oreign subsidiary?

X X X

Foreign subsidiary o an Italian company i thebribe is committed abroad?

X X X

Foreign national/company/partnership i thebribe is committed in Italy?

Foreign national domiciled or ordinarilyresident in Italy i the bribe is committedoutside Italy?

X X X


X X X

PenaltiesPenalties include: Imprisonment or up to 8 years (or

judicial bribery impri sonment up to20 years)

Disqualiying penalties7, i applicable Conscat ion

Pecuniary sanctions o up toapproximately 1,200,000

Disqualiying penalties8, i applicable Conscat ion

Publication o the judgment, iapplicable

Imprisonment or up to 3 years Disqualiying penalties, i applicable

Deences

Are there any deences available? 9 9 9

1 Legislative Decree No. 231/2001 provides or corporate liability - ormally called administrative but which is, in act, essentially criminal in nature - that may be established in connec tion with specic

listed crimes (including bribery) directly perormed by the companies executives/representatives or employees in the interest o and/or or the advantage o the corporate.2 This crime cannot generate corporate liability according to the Decree 231.3 Italian nationals can be held liable or judicial bribery and bribery o a public ocial, but in the latter case only on request o the Minister o Justice or a civil claimant.4 As above.5 Only upon request o the Minister o Justice or a civil claimant.6 Decree 231 applies to all legal entities, companies and associations, even those without any legal personality.7 For example: debarment rom public contracts or rom representative assignments in private companies, prohibitions on negotiating and entering into agreements with the Public Administration, etc.8 Disqualiy ing penalties are: debarment o the company rom carrying out business; suspension or withdrawal o authorisations, licenses, or concessions that are related to the commission o the unlawul

conduct; prohibition against the company contracting with the public administration; exclusion o acilities, nancing, contributions or subsidies, and (i applicable) revocation o those already granted;prohibition on advertising the companys goods or services.

9 The company can avoid liability, as provided or by Decree 231, by adopting and eectively enorcing an organisational, management and control model (called a Modello), suitable or preventing the commission o crimesand appointing a Supervisory Body (called an Organismo di Vigilanza) with the duty to control the correct implementation o the Model.The Model which should be adapted to the nature o a given business, must provide procedures to ensure that business activities comply with the law, and that company ocers are alert to situationswhich increase the risk o bribery and promptly remove them when they are identied.


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HUNGARY

Source o law Act IV o 1978 on the Criminal Code, as amended, o the Republic o Hungary (the Criminal Code)Act CIV o 2001 on Criminal Sanctions against Legal Entities, as amended, o the Republic o Hungary (the CorporateSanctions Act)Act CLXIII o 2009 on the Protection o Fair Treatment and the Related Amendment o the Laws(Fair Treatment Act)

Oence1 Bribing a Hungarian or oreign pub lic ocial (Section 253and Section 258/B o the Criminal Code)(1) Giving or promising an unlawul advantage to a Hungarian or oreignpublic ocial or to a third party in relation to the relevant ocials actionsin his/her ocial capacity. (2) The director o a company, or a member oremployee with authority to exercise control or supervision, i anothermember or employee o the company commits (domestic or oreign)bribery or the benet o the company and the bribery could have beenprevented had the director properly ullled his/her control or supervisoryobligations. Negligent acts are also punished.

Being bribed - Hungarian or oreign public ocials(Section 250 and Section 258/D o the Criminal Code)Requesting an unlawul advantage in (Hungarian or oreign)ocial capacity, or accepting such advantage or a promisethereo, or agreeing with the party requesting or acceptingthe advantage.

The bribe


X X





Public ocials


Acts perormed outside Hungary

Can bribery perormed outside Hungary becaught?3


X(unless committed by a oreign national)


Who can be liable

Hungarian national?

Hungarian company?4 5

Hungarian partnership (including limitedliability partnership)?6

7

Director o Hungarian company? (i he is implicated in the actual bribery)

(i he is implicated in the actual bribery)

Hungarian company i the bribe is committedabroad by its oreign subsidiary?8

9

Foreign subsidiary o a Hungarian company ithe bribe is committed abroad?10

11

Foreign national/company/partnership i thebribe is committed in Hungary?12

13

Foreign national domiciled or ordinarilyresident in Hungary i the bribe is committedoutside Hungary?14

Foreign company/partnership i the bribe iscommitted abroad?15

Penalties

Penalties include: Individuals Imprisonment between 1 and 5 years (may vary depending on

the nature and seriousness o the crime)

Companies (i applicable) Terminat ion Restriction o operation (1-3 years), including debarment rom

public contracts or state subsidies Fine: up to 3 times the pecuniary advantage gained or

intended to be gained rom the crime Conscation order

Individuals Imprisonment between 1 and 10 years (may vary

depending on the nature and seriousness o the crime)

Companies (i applicable) Termination Restriction o operation (1-3 years), including

debarment rom public contracts or state subsidies Fine: up to 3 times the pecuniary advantage gained or


Deences

Are there any deences available? 16 16

1 There are also special oences relating to bribery in judicial proceedings and infuence peddling.

2 Business entities include oreign entities.

3 Bribery perormed outside Hungary is illegal under the Criminal Code i the ollowing conditions are

met: the bribery is committed (1) by a Hungarian national, or (2) on a Hungarian ship or aircrat, or (3)

by a oreign national and the act is also illegal in the oreign country o perormance (to be assessed

by the Hungarian General Attorney). (Section 3 and Section 4 o the Criminal Code).

4 Companies cannot be legally liable or a crime but certain criminal sanctions can be imposed on

them under the ollowing circumstances: (1) the crime is committed by the relevant natural person

intentionally, (2) the crime targeted or resulted in an advantage in avour o the company, and the

crime is committed by (3) a director, authorised representative, employee, ocer, supervisory board

member, manager or a proxy o the above, as part o the activity o the company, or (4) a member or

employee o the company, whose action the director, manager or supervisory board member could

have hindered by exercising his/her duties. Sanctions can also be imposed i the crime resulted in an

advantage or the company and the director, representative, manager or supervisory board member

was aware o the crime. (Section 2 o the Corporate Sanctions Act).

5 To be assessed on a case-by-case basis; the Corporate Sanctions Act does not apply to the Hungarian

state, oreign states or bodies, perorming executive, administrative and municipal acts under the law

and international organisations established by international treaties.

6 As in ootnote 4.

7 As in ootnote 5.

8 Companies cannot be legally liable but certain criminal sanctions can be imposed on them, as

outlined in ootnote 3. I the bribe is committed abroad by a oreign subsidiary, criminal sanctions

may be imposed on the Hungarian parent company i the act ell within the scope o its activity,

although this has not yet been tested in practice. In addition, the conditions set out in the Criminal

Code must also be met.


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HUNGARY (CONTINUED)

Oence1 Bribery in business (Section 254 and Section 258/C o theCriminal Code)Giving or promising an unlawul advantage to an employee ormember o a budgetary agency, business entity2 or NGO, or toanother person in relation to the actions o such employee ormember, to induce the employee or member to breach his/herduties.

Being bribed in business (Section 251 and Section 252o the Criminal Code)Any employee or member o a Hungarian budgetaryagency, business entity or NGO who requests an unlawuladvantage in connection with his/her proessional actions,accepts such advantage or a promise in exchange orviolating his/her responsibilities or agrees with the partyrequesting or accepting the advantage.

The bribe


X X





Public ocials


X X

Acts perormed outside Hungary

Can bribery perormed outside Hungary becaught?3




Who can be liable

Hungarian national?

Hungarian company?4

Hungarian partnership (including limitedliability partnership)?6

Director o Hungarian company? (i he is implicated in the actual bribery)

(i he is implicated in the actual bribery)

Hungarian company i the bribe is committedabroad by its oreign subsidiary?8

Foreign subsidiary o a Hungarian company ithe bribe is committed abroad?10

Foreign national/company/partnership i thebribe is committed in Hungary?12

Foreign national domiciled or ordinarilyresident in Hungary i the bribe is committedoutside Hungary?14

Foreign company/partnership i the bribe iscommitted abroad?15

Penalties

Penalties include: Individuals Imprisonment between 2 and 5 years (may vary depending on

the nature and seriousness o the crime)

Companies (i applicable) Terminat ion Restriction o operation (1-3 years), including debarment rom

public contracts or state subsidies Fine: up to 3 times the pecuniary advantage gained or


Individuals Imprisonment between 1 and 10 years (may vary

depending on the nature and seriousness o the crime)

Companies (i applicable) Termination Restriction o operation (1-3 years), including

debarment rom public contracts or state subsidies Fine: the minimum amount is HUF 500.000

(approximately 1,785), the highest amount is up to 3times the pecuniary advantage gained or intended to begained rom the crime

Conscation order

Deences

Are there any deences available? 16 16

9 See ootnote 5.

10 See ootnote 8.

10 See ootnote 5.11 See ootnote 5.

12 Foreign companies and partnerships may be s anctioned in accordance with the Corporate Sanctions

Act because its scope does not dierentiate between domestic and oreign companies and

partnerships. However, such application o the Corporate Sanctions Act has not yet been tested in

practice. Enorceability issues may also arise.

13 See ootnote 5.

14 A oreign national domiciled or ordinarily resident in Hungary can be liable only i the bribe which is

committed outside Hungary is also illegal in the oreign country concerned to be assessed by the

Hungarian General Attorney.15 A oreign company/partnership can be liable in Hungary only i the bribe which is committed abroad

is also illegal in the oreign country concerned to be assessed by the Hungarian General Attorney.

See also ootnote 7.

16 Section 255/A o the Criminal Code. Beore the bribe is detected, a person can avoid liability by

surrendering the unlawully obtained advantage to the authorities and providing them with

inormation regarding the bribe, whether a public ocial under section 250(1) or 250(2) or being

bribed in business under sections 251(1) or 252(1). An exemption can also be achieved in the case o

giving a bribe whether in the context o public ocials (section 253) or in business (section 254).


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GERMANY

Sources o law Criminal code

Public Sector Private Sector

Oence Sect. 331 et seq. German Criminal Code (StGB)Where someone promises or grants a holder o oce (i.e. any

judge, civil servant or any person holding public oce whoperorms public administration tasks at a public authority or otherbody) a benet in order to convince him to perorm an illegal act

or act within his authority.

Sect. 299 et seq. German Criminal Code (StGB)Where someone promises or grants the employees o anothercompany a nancial or other benet in return or the lattertreating him or his company preerentially in relation to othercompetitors without an appropriate reason.

The bribe


X(however, advantages given/received in connection with theexercise o oce constitute a bribe (Sect. 331 et seq. StGB))

X(however, inappropriate or unusual benets may lead

to preliminary investigation and nally conviction)


Would corporate hospitality be caught? Depends on the intent; however, signiicantly lower threshold thanin private sector.

Depends on the intent and on whether the beneit oered issocially adequate i.e. a reasonable beneit which does not have

the potential improperly to inluence the decision.

Is there any de minimis? X X1


Public ocials

Does the oence only apply to bribing public

ocials?2 X

Acts perormed outside Germany

Can bribery perormed outside Germany becaught?


X X

Who can be liable

German national?

German company? 3 3

German partnership (including limited liabilitypartnership)?

3 3

Director o German company?

(i he is implicated in the act o bribery or in cases o neglect ocorporate duty to avoid criminal acts)

(i he is implicated in the act o bribery or in cases o neglect ocorporate duty to avoid criminal acts)

German company i the bribe is committedabroad by its oreign subsidiary?

4 4

Foreign subsidiary o a German company ithe bribe is committed abroad?

X X

Foreign national/company/partnership i thebribe is committed in Germany?

Foreign national: Foreign company or partnership: 5

Foreign national:Foreign company or partnership: 5

Foreign national domiciled or ordinarilyresident in Germany i the bribe iscommitted outside Germany?

(i caught within Germany and not subject to extradition)

(i caught within Germany and not subject to extradition)


X X

Penalties

Penalties include: Individuals Fines and/or imprisonment (up to 5 years) in case o

conviction. An occupational ban may also be imposed onwrongdoers

Directors, board members and ocers: nes (up to1,000,000) in case o insucient organisation, instructionand supervision

Companies Fines (in principle up to 1,000,000 - ne may be higher i

benet derived rom bribery exceeds 1,000,000 - this is theexception rather than the rule)

Debarment o companies rom tendering or public contracts Conscation o benets derived rom bribery

Individuals Fines and/or imprisonment (up to 5 years) in case o

conviction. An occupational ban may also be imposed onwrongdoers

Directors, board members and ocers: nes (up to1,000,000) in case o insucient organisation, instructionand supervision

Companies Fines (in principle up to 1,000,000 - ne may be higher i

benet derived rom bribery exceeds 1,000,000 - this is theexception rather than the rule)

Debarment o companies rom tendering or public contracts Conscation o benets derived rom bribery

Deences


1 Low-value gits are not subject to criminal prosecution.

2 Public ocials include ocials o international organisations (e.g. FIFA).

3 Even though legal entities are not subject to criminal prosecution in Germany they can be ordered to pay substantial nes; conscation o benets derived rom bribery.

4 Depending on the individual circumstances; as above.

5 As in ootnote 3.


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FRANCE

Source o law French Statute o 13 November 2007 (articles 435-1 and Seq. o the French Criminal Code1)

Oence BribingUnlawully oering, promising or giving2 to a public ocial(including an elected oreign public ocial), directly or indirectly, anyadvantage or the perormance or non-perormance o any actwithin the ocials unctions, duties or mandate.

Being bribedA public ocial (including an elected oreign public ocial)unlawully requesting or accepting or himsel or anotheran advantage or perormance or non-perormance o anyact within the ocials unctions, duties or mandate.

The bribeIs there a presumption that any benet wasgiven/received corruptly?

X X

Would acilitation payments be caught? 3 3




Public ocials


4 5

Acts perormed outside France

Can bribery perormed outside France be

caught?


6 6

Who can be liable

French national?

French company? X

French partnership (including limited liabilitypartnership)?

X

Director o French company? (but this depends on his/her involvement in the bribery, including

his/her knowledge and intent)

X

French company i the bribe is committedabroad by its oreign subsidiary?

X

Foreign subsidiary o a French company i thebribe is committed abroad?

7 X

Foreign national/company/partnership i thebribe is committed in France?

Foreign national domiciled or ordinarilyresident in France i the bribe is committedoutside France?

8 9


X10 X

Penalties

Penalties include: Individuals Imprisonment or up to 10 years Fines o up to 150,000

Companies

Fines o 5 times 150,000 (i.e. up to 750,000) Temporary or permanent winding-up o the Company Debarment rom public contracts or a maximum o 5 years Conscat ion

Individuals Imprisonment or up to 10 years Fines o up to 150,000

Deences


1 Similar but separate oences apply in respect o bribery o judicial ocers. There are also separate oences relating to infuence peddling and domest ic bribery (which have extraterritorial

eect to a limited extent).

2 Whether or not as a result o an unlawul request rom such an ocial.

3 While any bribe is illegal, irrespective o the amount, in practice the French authorities are unlikely to prosecute small payments o this kind especially i the law o the country where the

acilitation payment is made allows such advantages to be given.

4 But public ocial is widely dened and includes also employees o international organisations, arbitrators, court experts etc.

5 As above.

6 France has enacted an exception whereby acts which are expressly legal in the relevant oreign jurisdiction in accordance with the OECD convention exception, will not result in liability under

French law.

7 For instance, i the French parent company is sentenced as the main oender (directly or indirectly) and the oreign subsidiary as an accomplice.

8 This is permitted under article 689-1 o the French Procedural Criminal Code but it is only limited to the deence o European Community interests. This also relates to the notion o residency asinterpreted by French law.

9 This may be the case or oreign public ocials belonging to an international organisation or arbitrators.

10 Although the oreign company could be prosecuted i it was an accomplice to a bribery oence committed by a French company.


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CZECH REPUBLIC

Source o law Czech Criminal Code

Oence Major oences acceptance o a bribe active bribery indirect bribery

The Criminal Code denes a bribe as oering, giving, requesting or accepting (directly or indirectly) in the public or privatesector, an unauthorised benet consisting in a direct material enrichment or other advantage which is obtained or is intended tobe obtained by the bribed person or another person with his/her agreement, and to whichs/he has no right.1

Other special oences apply in relation to public tenders and public auctions.

The bribe


X


Would corporate hospitality be caught? (2)

Is there any de minimis? X


Public ocials


X

Acts perormed outside Czech Republic

Can bribery perormed outside CzechRepublic be caught?

3


(i the act is committed by a oreign individual)4

Who can be liable

Czech national?

Czech company? X(corporate entities cannot be liable or a criminal oence)5

Czech partnership (including limited liabilitypartnership)?

X(partnerships cannot be liable or a criminal oence) 6

Director o Czech company?

Czech company i the bribe is committedabroad by its oreign subsidiary?

X

Foreign subsidiary o a Czech company i thebribe is committed abroad?

X

Foreign national/company/partnership i thebribe is committed in Czech Republic?

(or individuals only)

Foreign national domiciled or ordinarilyresident in Czech Republic i the bribe iscommitted outside Czech Republic?

X


X

Penalties

Penalties include: Imprisonment or up to 12 years, perpetual injunction or oreiture o assets, disqualication o directors and nes7

Deences

Are there any deences available? X

1 Section 334 o the Czech Criminal Code.

2 Would have to be examined on a case by case basis. Can be prosecuted under certain circumstances.

3 Distant oences committed by anyone (whether or not Czech) abroad but where such acts have an impact in the Czech Republic are caught, even i acts are initiated and completed abroad with an

intention to complete the criminal act in the Czech Republic. Section 4 o the Criminal Code.

4 Section 8 o the Criminal Code.

5 Note that in February 2011 the Czech Government approved a drat law introducing criminal liability o legal persons. The bill contains a new package o oences or which bodies corporate and company

directors can be liable. Public sector organisations would be excluded rom liability. I this goes ahead, the amendments may come into eect in 2012.

6 However, under the proposed drat law on the criminal liability o legal persons, a limited liability partnership could be liable or a criminal oence.

7 Stricter penalties are proposed by the drat legislation. Typical punishments would be nes, oreiture o property, perpetual injunctions, compulso ry publication o judgment, debarment rom

participating in public tenders and applying or subsidy and grant programmes. I held liable, the company may be dissolved.


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CHINA

Source o law The PRC Criminal Law, the PRC Anti Unair Competition Law and the Interim Rules o the State Administration orIndustry and Commerce on Prohibition o Commercial Bribery

Oence Active BriberyAn individual or entity gives money or property to state workingpersonnel1, non-state working personnel, state organs, state-ownedenterprises, public institutions or organizations or the purpose oobtaining improper benets.

Passive BriberyAn entity or an individual working or the entity demands orreceives illegal money or property by taking advantage ohis/her position or the purpose o obtaining benets orother entities or individuals.

The bribe


Would acilitation payments be caught? (Yes, in the case o payments to state working personnel1)

X

Would corporate hospitality be caught? 2 2

Is there any de minimis? X3 X3

Does the bribe have to be monetary? X4 X4

Public ocials


X5 X

Acts perormed outside China

Can bribery perormed outside China be

caught?

(or Chinese citizens i the act constitutes a criminal oence)

(or Chinese citizens i the act constitutes a criminal oence)


X X

Who can be liable

Chinese national?

Chinese company?

Chinese partnership (including limited liabilitypartnership)?

Director o Chinese company? (only the person in charge or directly responsible or the act)

(only the person in charge or directly responsible or the act)

Chinese company i the bribe is committedabroad by its oreign subsidiary?

X X

Foreign subsidiary o a Chinese company i

the bribe is committed abroad?

X X

Foreign national/company/partnership i thebribe is committed in China?

Foreign national domiciled or ordinarilyresident in China i the bribe is committedoutside China?

X X


X X

Penalties

Penalties include: Individuals Fine Conscation o property Fixed-term/lie imprisonment

Companies A ne o up to RMB 200,000 Conscation o illegal income Fixed term imprisonment (the person in charge or directly

responsible) or up to ve years

Individuals Criminal detention Fixed-term/lie imprisonment Conscation o property

In extreme cases: death penaltyCompanies

A ne o up to RMB 200,000 Conscation o illegal income Fixed term imprisonment (the person in charge or

directly responsible) or up to ve years

Deences

Are there any deences available? The oence shall not be prosecuted i the ollowing periodshave elapsed: ve years, when the maximum prescribed punishment is

xed-term imprisonment o less than ve years ten years, when the maximum prescribed punishment is xed-

term imprisonment o not less than ve years but less thanten years

teen years, when the maximum prescribed punishment isxed-term imprisonment o not less than ten years

twenty years, when the maximum prescribed punishment islie imprisonment or death

The oence shall not be prosecuted i the ollowing periodshave elapsed: ve years, when the maximum prescribed punishment

is xed-term imprisonment o less than ve years ten years, when the maximum prescribed punishment

is xed-term imprisonment o not less than ve yearsbut less than ten years

teen years,

anti bribery and corruption guide

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