China: What does an effective anti-bribery and corruption compliance programme in China require?

Last Updated: 19 November 2013
Article by Liu Xiangwen, Monique Carroll and Zhu Yuanyuan

Much has been written on bribery and corruption in China, including the differences between criminal bribery and commercial bribery, and of course, the need for an effective compliance programme. However, foreign companies operating in certain complex or sensitive industries in China need to do more than instil an anti-corruption policy. What is needed is an in-depth understanding of the unique legal environment in their industries. This is because in some industries, particular conduct or business models permitted elsewhere, may be very sensitive and considered bribery or corruption. We recommend that companies operating in China adapt their compliance programme to account for industry specific regulations and sensitivities and undertake regular internal compliance audits as a check on the effectiveness of the compliance programme and to ensure that it remains up-to-date.

Acquiring in-depth industry knowledge

There are a number of industries which have unique regulations aimed at preventing bribery and corruption, in addition to China's general anti-bribery and corruption laws (i.e. the Anti-unfair Competition Law, the Trial Regulations of the State Administration for Industry and Commerce on Prohibition of Commercial Bribery and the Criminal Law).

The pharmaceutical industry is a sensitive industry subject to additional regulations.1 For example, whilst China's general anti-bribery and corruption laws do not prohibit properly recorded price discounts, discounts given to public hospitals in China (e.g. on the purchase of medicines and equipment) will raise bribery and corruption issues. This is partly the result of the medicine and equipment pricing policy in China.

This policy requires Chinese public hospitals to purchase medicine and equipment by public 'bidding' (ie tendering) to ensure transparent pricing and eliminate indirect payments or gifts as inducement to the public hospitals. The successful tenderer must therefore supply the goods to the hospitals strictly in accordance with the terms of the successful. Any deviation from these terms, such as free equipment or training programs, will be considered contrary to the law. The following examples are real applications of the pricing policy.

  • Where a pharmaceutical company supplies medicine to a public hospital at a discounted price (compared to the bidding price) the hospital, rather than patients, obtain the benefit. This is because, according to the pricing policy, hospitals generally add a fixed mark-up to the bid winning price of medicine when selling the medicine to patients. Chinese law-enforcement authorities therefore consider the price discount as a bribe offered to the hospital for the purchase of the medicine.
  • According to the State Administration for Industry and Commerce, where a pharmaceutical company offers free medical equipment to hospitals who also purchase from it medicine or related products, the offering of the equipment is commercial bribery, even if the equipment is properly accounted for and recorded. Hence, "buy one get one free", a common sales strategy in many other industries, is likely to be commercial bribery in China's pharmaceutical industry.

Implications for an effective compliance programme

If you are operating inChina, it is essential that you not only localise your compliance programme so that it addressesChina's general anti-bribery laws, but also your industry and business model. How your business operates, including internal management controls and dealings with third parties, will affect your compliance risk.

The importance of a compliance programme which takes into account your entire business, is illustrated by the following example.

A company's compliance programme and anti-bribery policy may properly require employees to refuse demands for bribery, if they realise that a potential client or a governmental official is expecting or asking for a bribe or other corrupt payment. However, the company's template sponsorship agreement for public hospitals provides that if future activities or events held by the hospitals require sponsorship, the hospital must give the company the first option to sponsor the activity or event. As involuntary sponsorship of and donations to public hospitals may be considered bribery, the template agreement indicates that the company's compliance policy may not be effective.

Accordingly, in preparing your compliance programme we recommend that you have experienced lawyers review the terms and performance (including relevant financial records) of your key contracts with customers, suppliers and third parties to identify whether these contracts are compliant with the full range of anti-bribery and corruption laws in your industry, or create significant compliance risk. In the process, they will also gain an understanding of the company's management controls and be able to opine on whether these are likely to be sufficient to control the risks identified.

The review process will lead to a more effective compliance programme targeted to actual business operations. The review process can also identify areas for improvement in business performance and management from a compliance perspective.

In our experience, conducting a business review in preparing a compliance programme is the most important aspect of compliance.

Internal compliance audits

Regular internal compliance audits are also essential for testing the continual adequacy of your compliance policy, as well as, detecting non-compliant behaviour before it is reported to regulators. The nature of your internal audit will depend upon your industry and business model and the specific risks faced as a result. We recommend designing the ongoing audit process with the assistance of lawyers experienced with compliance investigations in that industry. They will have up-to-date knowledge of relevant laws and enforcement approaches of regulators and will be experienced at identifying anomalies in the terms and performance of your contract. Lawyers with an understanding of Chinese culture and business relationships will also be able to provide guidance as to how to include third parties (such as business partners, distributers and customers) in the audit. Doing so can be the key to really understanding how the business operates and therefore the compliance risk.


1. Other such industries include construction, finance, insurance and government procurement.

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.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Mondaq Advice Centre (MACs)
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
Check to state you have read and
agree to our Terms and Conditions

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.

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 by clicking here .

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.


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.