UK: The Bribery Act 2010 - what does it mean for your business?

Last Updated: 21 May 2010
Article by Maurice Kenton and Tim Strong

On 8 April 2010, the Bribery Act (the Act) received Royal Assent. Although it is unlikely to come into force before October, the Act represents a significant step towards creating a level playing field for international business, by taking an uncompromising stand against corruption both at home and abroad.


Prior to this change, the law comprised a mix of common law and statute that was increasingly criticised as being unfit for purpose.

The Act also marks the belated implementation of the UK's commitments under the Organisation for Economic Cooperation and Development's (OECD) Convention on Combating Bribery of Foreign Public Officials which it signed in December 1997. Notwithstanding the time it has taken to bring this statute onto the books, the changes it implements present immediate and urgent organisational challenges to business. They will be well advised to review existing relationships and compliance procedures to take account of a new range of bribery offences (in some respects surpassing US requirements), a new and demanding strict liability "corporate offence", rigorous record keeping requirements and extraterritorial application.

The new offences The four new offences can be summarised as follows:

  1. Bribing Another Person (active): offering or giving a financial or other advantage to a person (1) intending to induce (or to reward) them, or another person, to perform improperly a public function or business activity, or (2) knowing or believing the acceptance in itself would constitute improper performance;
  2. Offences Relating to Being Bribed (passive):(1) requesting or accepting an advantage or reward intending personally, or through another, to perform improperly a public function or business activity; (2) requesting or accepting such advantage when the request or acceptance would constitute improper performance of a public function or business activity, or (3) improperly performing such a function or activity in anticipation of receiving such an advantage;
  3. Bribery of Foreign Public Officials: offering or giving to (or with the assent of) a foreign public official any advantage that is neither permitted nor required by the written law applicable to that official intending (1) to influence them in their capacity as a public official, and (ii) to obtain or retain business or business advantage; and
  4. Failure of Commercial Organisations to Prevent Bribery: The 'Corporate Offence': a commercial organisation or a partnership will be guilty of an offence if an associated person (including an employee, agent or subsidiary providing services for the organisation) bribes another person intending (a) to obtain or retain business for the organisation, or (b) to obtain or retain an advantage in the conduct of business for the organisation.

The adequate procedures defence

Where an organisation might be liable because an associated person has committed a relevant offence, the sole defence available to the organisation will be for it to show that it had in place "adequate procedures" to prevent bribery. The Act, therefore, places the onus on organisations to ensure that their own procedures (and where necessary those of their associated persons) are adequate.

Compliance procedures

In this regard, businesses may look to government for guidance on the standard to be achieved and the Act contemplates that the Ministry of Justice will issue guidance before the Act comes into force. However, that guidance is expected to be principle based, rather than prescriptive, and it seems unlikely that it will be capable of direct implementation. Instead, organisations will be expected to develop and refine procedures appropriate to their own circumstances and will be well advised to use the period before the Act comes into force to undertake a root and branch review of their business practices and reassess whether the protective measures and compliance procedures now in place are appropriate, given the nature of the risks faced.

Looking forward, organisations will also have to ensure they have the necessary resource to implement their procedures and it will certainly not be sufficient for large commercial organisations to simply produce written policies and compliance programmes without effective implementation and record keeping.

Good anti-corruption policies will involve tailored risk analysis, clear and cogent strategies and training to combat specific risk, and evidence of careful and committed monitoring with rigorous enforcement at all business levels.

We suggest below some steps that businesses should be taking now to prepare for the introduction of the Act.

International scope

The first three offences will be committed, and can be prosecuted in UK courts, if any act or omission which forms part of the offence takes place in the UK or if, although committed entirely outside of the UK, it would have been an offence if committed within the UK and the person involved has a close connection with the UK.

The fourth, Corporate Offence, is committed "irrespective of whether the acts or omissions which form part of the offence take place in the United Kingdomor elsewhere."

The extraterritorial reach of this Act is wide and has important implications, particularly as regards the Corporate Offence. A business, even if based entirely in the UK, may be held responsible for the acts of its foreign associated persons. Similarly, organisations incorporated elsewhere but carrying on business in the UK or employing British citizens should not assume that they will fall outside the reach of the Act, and even those multinational businesses that have organised their procedures to comply with the US Foreign Corrupt Practices Act will need to consider whether readjustment is necessary to reflect the different requirements and scope of the Act.


An individual guilty of one of the first three offences is liable to a maximum of 10 years' imprisonment and/or an unlimited fine. Commercial organisations convicted of committing the Corporate Offence will also be subject to an unlimited fine.

Recent judicial comment in R v Innospec suggests that the English courts will exercise increasing assertiveness in assessing and handing down sentences that are at least as stringent as those coming out of the US.

The courts and settlements

It is increasingly common for corruption to be identified through internal audits and reviews.

In recent years, self reporting and whistleblowing, in exchange for a reduction in sentencing, received significant impetus in the UK when the Serious Fraud Office embraced co-operation with the Department of Justice (DOJ) in the US and struck deals with defendants and other law enforcement organisations on the basis that 'voluntary' disclosures would be rewarded with 'credit' in the form of potentially reduced fines. It is a culture which some would say encourages early identification of issues and enables a company to rectify any problems head-on, whilst preserving its reputation, (this last point being critical). Recent judicial statements, however, suggest this approach is unlikely to continue.

The decision in R v Innospec (which concerned a global settlement of criminal charges brought by the UK's Serious Fraud Office and the US DOJ) strongly criticised any approach to plea bargaining that would fetter the UK criminal court's discretion on sentencing. While the case demonstrates the tensions that can arise between different legal cultures when assessing an appropriate sentence, it poses a dilemma for international organisations which, in disclosing problems within their organisations in the hope of earning credit on one jurisdiction, will be mindful that such co-operation may provide evidence that could lead to unlimited fines in another jurisdiction.

So what should your business be doing?

The steps needed to prepare for the introduction of the new Act will vary from business to business, but here are some points that organisations should be considering now in developing or enhancing their procedures to prevent bribery:

  • Procedures to assess the likely risks of bribery arising in the organisation's business;
  • A clear and unambiguous code of conduct including appropriate anticorruption elements, which is publicised internally and externally and applies right across the business;
  • Employment procedures involving preemployment vetting, express anticorruption obligations in employment contracts and clear disciplinary consequences for breach of those obligations;
  • A programme of anti-corruption training and guidance for staff;
  • Formal whistleblowing procedures for staff to report corruption;
  • Formal procedures for suitably qualified persons to investigate and report on allegations of corruption;
  • Undertaking due diligence on any proposed new business relationship, both as to counterparty and geographical risk of corruption; and
  • Using procurement and contract management procedures to minimise the opportunity for corruption by agents, partners and sub-contractors of the business, and to require them to reflect your own anti-corruption policies and procedures in their own businesses.

In the unfortunate event that you discover a corruption issue in your business, you should seek prompt independent legal advice to ensure that the way the issue is investigated and handled minimises the resulting legal and reputational consequences for your business.


The World Bank estimates that over $1 trillion is paid annually in bribes, adding over 10 per cent to the cost of doing business in certain countries. In the UK, prosecutions of companies on foreign bribery charges looks set to increase.

With governmental guidance on the scope of the 'adequate procedures' defence expected shortly, it is imperative that firms meet the standards expected under the Act as soon as they are reasonably able to do so. If they do not, they may find that they are too late to avoid being penalised with the harshest of penalties.

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
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.