Canada: Anti-Bribery Legislation And Enforcement Pose Increasing Risks

I. Introduction

Mining companies are looking beyond their domestic borders to compete in an increasingly multinational industry and, more than ever, in the most corruption- prone countries in the world.

With the ever-increasing government regulation in the sector this creates a perfect storm for mining companies not properly equipped to confront the bribery and corruption risks in those foreign jurisdictions.

Applicable foreign and domestic anti-corruption laws have increased in number and scope in the past few years, and enforcement is similarly increasing. Also of significant importance to mining companies is the fact that such laws are extraterritorial in nature, and companies that find themselves offside anti-bribery laws in one jurisdiction face the prospect of also being offside, and potentially prosecuted under, anti-bribery laws in other jurisdictions.

Bribery can be a central factor in arbitration where licences are unilaterally cancelled and awarded elsewhere.

But whenever and wherever interactions with foreign public officials occur, there exists the opportunity for a demand, or an offer, or a promise of a payment to be made. There is no one size fits all as far as how to remain outside of the governments' crosshairs in these matters.

Mining companies must be thorough in their assessment of risk before entering a market, or before a change in a relationship, when there's a change in a regulatory environment or legal framework, or when there is a change in government, etc.

And that assessment of risk is what should drive the company's approach to mitigating foreign corruption risk.

II. The legislation – overview

There are anti-bribery laws in place in most if not all of the jurisdictions where mining companies seek to operate. Of course, the degree to which those laws are enforced in their respective home jurisdictions is by no means consistent, nor predictable.

Three foreign corruption laws that are among the most stringent globally are the United States' Foreign Corrupt Practices Act (FCPA), the United Kingdom's Bribery Act 2010 (UKBA) and Canada's Corruption of Foreign Public Officials Act (CFPOA), collectively here called 'ABC Laws'.

US President Carter signed what would become the US FCPA into law on Dec. 20, 1977.1 With that, the United States became the first country to criminalise bribery of foreign public officials. It would take more than 20 years and a major international convention for Canada and the UK to follow suit.

As a result of the FCPA, US businesses began operating at a disadvantage relative to their foreign competitors. Recognising this disadvantage, the US government began encouraging trading partners to enact similar legislation in order to level the commercial playing field. Largely as a result of US pressure in 1994 the OECD began officially coordinating an effort to combat the bribery of foreign public officials.2 All 34 member countries, including Canada, would sign the 1997 Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. On Dec. 7, 1998, Canada adopted implementing legislation in the form of the CFPOA, which then came into effect on Feb. 14, 1999.3 The UKBA has been in force since July 1, 2011.

Generally speaking, the ABC Laws make it an offence to directly or indirectly give, offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a foreign official in order to obtain or retain an advantage in the course of business. Important characteristics of each of the ABC Laws are set out below. The FCPA applies to broad categories of persons. The FCPA anti-bribery provisions apply to all "issuers" of securities registered on US stock exchanges, as well as "domestic concerns".

In addition, any person who, while in the territory of the United States, takes such action as telephone calls, wire transfers and interstate travel, in furtherance of a corrupt payment, can also be held liable. Amendments made to the FCPA in 1998 also expanded the jurisdiction of the FCPA to include foreign companies if they cause, directly or through agents, an act in furtherance of a corrupt payment to take place within the US.

The accounting provisions of the FCPA only apply to "issuers" that are entities, and individuals acting on behalf of those entities, with securities listed on a US stock exchange.

The FCPA encompasses two different yet often intertwined aspects, which can both be the subject of enforcement action by two different enforcement agencies in the US. First, the criminal provisions prohibiting bribery apply to any of the entities and individuals described above. The US Department of Justice (DOJ) has responsibility for investigating and prosecuting violations of the (criminal) bribery provisions.

Second, the FCPA also contains (civil) accounting provisions which were designed to operate in tandem with its anti-bribery provisions. These accounting provisions apply to any company that has securities listed on a US exchange, and 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 US Securities and Exchange Commission (SEC) has enforcement responsibility for the (civil) accounting provisions.

In terms of overall enforcement, the US has long since led the way. Companies are often prosecuted simultaneously by both the DOJ and SEC for violations of both the criminal and civil aspects of the FCPA. The US routinely collects enormous fines, disgorged profits and pre-judgment interest from companies caught in the crosshairs of the FCPA. The DOJ and SEC continue to devote increasing resources to the prosecution of FCPA offences.

Canada – CFPOA

The relevant (bribery) charging section of the CFPOA provides as follows:

3(1) Every person commits an offence who, in order to obtain or retain an advantage in the course of business, directly or indirectly gives, offers or agrees to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a foreign public official

(a) as consideration for an act or omission by the official in connection with the performance of the official's duties or functions; or

(b) to induce the official to use his or her position to influence any acts or decisions of the foreign state or public international organization for which the official performs duties or functions.4

In 2008, the Royal Canadian Mounted Police (RCMP) established the International Anti-Corruption Unit dedicated to raising awareness about and enforcing the CFPOA.5 However, since coming into effect, the CFPOA and Canada's enforcement efforts against foreign bribery have been widely criticised. The criticisms had taken aim at weaknesses in the legislative framework as well as poor enforcement of the offence. To date only four successful convictions have been made under Canada's CFPOA. However, recent amendments to the CFPOA and an uptick in the reported number of ongoing investigations signal an increased emphasis on rooting out foreign bribery from Canadian business practices. These amendments aimed at addressing this opprobrium and strengthening Canada's ability to enforce against CFPOA violations came into effect on June 19, 2013. These include: 1) expanding the jurisdictional reach of the legislation to include nationality jurisdiction, 2) increasing the scope of the offence to include all international business and 3) increasing penalties for violations.

The 2013 amendments explicitly expanded the jurisdictional reach of the CFPOA from territorial to nationality jurisdiction. This change makes it easier for Canadian authorities to launch prosecutions regardless of where the alleged bribery took place.6 The amendment makes it clear that offences committed by Canadian citizens, permanent residents, public bodies, corporations, societies, companies, firms or partnerships organised under the laws of Canada will be deemed to be within Canada for the purposes of the CFPOA.7

Further, the original CFPOA did not contain requirements mandating that books and records accurately reflect business transactions. Such provisions in the US legislation have allowed the SEC to bring books and records charges even where no criminal bribery charges are brought.8 The amended CFPOA has created a criminal offence related to books and records kept to further or hide foreign bribery.9 Pursuant to the new books and records provisions, it is an offence to keep secret accounts, falsely record, not record or inadequately identify transactions, enter liabilities with incorrect identification of their object, use false documents, or destroy accounting books and records earlier than permitted by law for the purpose of concealing bribery of a public official.

However, undermining the usefulness of this provision, the amended CFPOA contains a specific purpose test which appears to require that the books and records be improperly maintained for the purpose of hiding bribery. Therefore in order to prove a books and records offence, authorities will likely have to first prove an underlying bribe. We expect that this will severely limit the utility of the books and records provisions.

The penalty for conviction under this offence is a maximum of 14 years imprisonment and unlimited fines.

United Kingdom – UKBA

The relevant (bribery) charging section of the UKBA provides as follows:

6 (1) A person ("P") who bribes a foreign public official ("F") is guilty of an offence if P's intention is to influence F in F's capacity as a foreign public official.

(2) P must also intend to obtain or retain—

(a) business, or

(b) an advantage in the conduct of business

(3) P bribes F if, and only if—

(a) directly or through a third party, P offers, promises or gives any financial or other advantage—

(i) to F, or

(ii) to another person at F's request or with F's assent or acquiescence, and

(b) F is neither permitted nor required by the written law applicable to F to be influenced in F's capacity as a foreign public official by the offer, promise or gift.

The UKBA, still relatively new, has established itself as the widest-ranging of the three ABC Laws. The UKBA has a near-universal jurisdiction, allowing for the prosecution of an individual or company with links to the United Kingdom, regardless of where the crime occurred. Any company that carries on business in the UK will be subject to the failure to prevent bribery offence (described below) in relation to conduct that occurs outside the UK, even where that conduct is unrelated to the UK aspect of its business. In this regard the reach of the UKBA may go beyond the FCPA.

In addition to prohibiting the bribery of public officials, the UKBA also prohibits the bribery of private commercial parties – "business-to-business" bribery.

Of significant note, under section 7, the UKBA is the first of the ABC Laws to create the offence of failing to prevent the commission of a bribery offence. Essentially, a corporation commits an offence under the UKBA if a person associated with it bribes another person with an intention of obtaining or retaining either business or a business advantage for that corporation. 'Persons associated' with the organisation are defined as any person who performs services on behalf of the organisation; they can be individuals or business entities, and include employees, agents and consultants. This broad corporate offence is one of strict liability, which means that an organisation may rebut an allegation that it failed to prevent the commission of the bribery in question with evidence that it had put in place "adequate procedures" designed to prevent persons associated with the company from engaging in the unlawful conduct. Under the UKBA's explanatory notes, it is stated that the burden of proof in this situation is on the company, with the standard of proof being on a balance of probabilities. Such "adequate procedures" are to be based on a set of six general compliance-related principles:

  1. Risk assessment;
  2. Top-level commitment;
  3. Due diligence;
  4. Clear, practical and accessible policies and procedures;
  5. Effective implementation; and
  6. Monitoring and review. For individuals convicted under the UKBA, the maximum penalty is 10 years' imprisonment and an unlimited fine. For commercial organisations the penalty is an unlimited fine.

Other noteworthy elements of the ABC Laws

1. "Foreign Official"

Each of the ABC Laws defines "foreign official" in a relatively consistent manner. A foreign public official is essentially any person who holds a legislative, administrative or judicial position for a foreign state, a person who performs public duties or functions for a foreign state, including a person employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the foreign state, or is performing such a duty or function. It also includes an official or agent of a public international organization that is formed by two or more states or governments or by two or more public international organizations.

2. Facilitation Payments

The CFPOA, like the FCPA, presently carves out an exception for facilitation payments. This provision is commonly referred to as the "grease payment" exception. Facilitation payments are those made to expedite or secure the performance by a foreign public official of any act of a routine nature that is part of the foreign public official's duties or functions, such as the issuance of routine licenses or the provision of phone, power, and water service; providing police protection or mail delivery; or scheduling inspections associated with contract performance or the shipment of goods. As stated above, currently such payments do not constitute a violation under the CFPOA. This exception is set to be eliminated under the recent amendments. This change will come into force at a later date yet to be determined.

Quite unlike the CFPOA and FCPA, however, the UKBA does not provide any
exemption for the making of facilitation payments.

III. Comparison between CFPOA, FCPA and UKBA

The chart visible below sets out key similarities and differences in the enforcement of anti-bribery legislation in the US, UK and Canada.

IV. Mining Sector Risks

It is clear that the mining sector is particularly at risk for noncompliance with applicable anti-bribery laws. Simply, the nature of the activity and the countries where miners operate, combine to create an environment where bribery sadly becomes prevalent. We have noted below some reasons for this increased risk:

  1. The metals and mining industry is one of the most highly regulated in the world. Mining companies require permits, licenses and approvals from numerous and various government officials in order to explore, develop, construct and operate a mine. Environmental permits and compliance certifications are required. Consultation and social impact studies are also typically required. Inspections of mine sites are common. Each of these interactions with foreign government officials increases the probability of a bribe being demanded at some point in a project's life cycle.
  2. The locations where mining companies seek to operate are among the most corruption-prone in the world. Further, cultural or business norms in those jurisdictions may see the payment of bribes as an acceptable (and even expected) practice.
  3. The need for frequent dealings with customs and immigration officials to import and export products and equipment, as well as to ease the entry and departure of company personnel.
  4. The importance of corporate social responsibility, and the associated increase in local consultation, relationships with local governments and the injection of social development monies in foreign jurisdictions create opportunities for improper payments to be demanded or project monies to be diverted by foreign officials.
  5. The need for state-controlled police or military protection for mine sites.
  6. Prevalence of use of agents, "promoters", consultants and other third party intermediaries to assist in the location of properties, as well as to obtain government licenses, approvals and to build government relations in foreign countries.
  7. The extractive sector (mining, oil and gas) is an admitted enforcement priority of law enforcement agencies in the US and Canada.
  8. Corporations have always been vulnerable to whistleblowers providing information to relevant law enforcement authorities particularly when they determined that company management failed to take such whistleblower reports seriously. In the US, the Dodd-Frank Act whistleblowing regime which introduced financial incentives and related protections for individuals who blow the whistle on individual and corporate violators, will surely change the enforcement landscape for US-listed entities. Other jurisdictions, while perhaps lacking the formality and financial rewards of the Dodd-Frank Act, are exploring ways to encourage whistleblowers to come forward. 
  9. There is much increased cooperation among international enforcement agencies, making the sharing of information across borders easier. Similarly, the breadth of investigative tools available to transnational crime investigators (including, for example, physical and electronic surveillance, informants, wiretaps, mutual legal assistance treaties and cooperation from the financial services sector), is also creating new avenues for enforcement agencies. 
  10. To reinforce their movement toward greater transparency and to more fully implement their international commitments in the fight against domestic and foreign corruption, increasing numbers of jurisdictions around the world are adopting rules to require public disclosure by mining companies of amounts paid to foreign governments. Such "Publish what you pay" initiatives will certainly assist in the detection of potentially improper payments, not only by a mining company's senior management, but also by law enforcement agencies around the globe, concerned citizens and non-governmental organisations keen to scrutinise the activities of global resource players.

Having regard to all of the above, it is clear that fraud and corruption risks are among the greatest risks faced by mining sector players around the world.

V. Conclusion

Canada's foreign bribery enforcement history may represent a drop in the bucket compared to that of the FCPA but all signs point to an increase in efforts on this front. Similarly, the significant reach and breadth of the UKBA should spell a near-certain increase in enforcement activity from the UK's Serious Fraud Office.

Companies operating in the extractive sector must heed the warning and implement risk preventative and detective measures to stay safely out of the government's crosshairs.

Corruption risks can be effectively mitigated through the adoption and implementation of robust risk assessment and compliance mechanisms, including visible commitment and support from senior management (a strong and ethical "tone from the top"), thorough due diligence of partners and third parties, a clearly-worded code of conduct and related anti-bribery policies and procedures (and regular employee and partner training on such policies), internal controls and periodic monitoring of the overall program's effectiveness.

This article was originally published in Mining Journal's 2015 Dispute Resolution Guide.


1 Mike Koehler, "The Façade of FCPA Enforcement" (2010) 41 Geo J Int'l L 912.

2 Christopher K. Calberg, "A Truly Level Playing Field for International Business: Improving the OECD Convention on Combating Bribery Using Clear Standards" (2003) 26 BC Int'l & Comp L Rev 95.

3 OECD Working Group on Bribery in International Business Transactions, Canada: Review of Implementation of the Convention and 1997 Recommendation, Phase 1 Report, (Paris: OECD, 1999). 

4 Corruption of Foreign Public Officials Act, SC 1998, c 34, s 3(1).

5 Foreign Affairs, Trade and Development Canada, News Release, Strengthening Canada's Fight Against Foreign Bribery, (Feb. 5, 2013) online: FATD.

6 Kristine Robidoux & Sean Murphy, " Update – Amendments to the Corruption of Foreign Public Officials Act" (June 2013).

7 Supra note 9 at s 5(1).

8 Supra note 8.

9 Supra note 20.

10 Sean Hecker & Margot Laporte, "Should FCPA "Territorial" Jurisdiction Reach Extraterritorial Proportions", (2013) 42:1 International Law News.

11 Ibid.

12 Supra note 8.

13 Supra note 27.

14 US, Department of Justice, "A Resource Guide to the U.S. Foreign Corrupt Practices Act" at 68.

15 Ibid.

16 Ibid.

17 Ibid.

18 Ibid at 69.

19 Richard L Cassin, "Weatherford lands on our Top 10 list" The FCPA Blog (Nov. 27, 2013).

20 Mike Koehler, "Worth Noting From Canada's First CFPOA Decision", (Aug. 29, 2013).

21 Mike Koehler, FCPA 101 (2012), online: FCPA Professor.

22 Mike Koehler, Foreign Enforcement Action Roundup (Aug. 4, 2011), online: FCPA Professor.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions