UK: The Bribery Act 2010 - A Tough New Approach in the UK Towards Bribery

Last Updated: 18 June 2010
Article by David Strang

The UK has for many years lagged behind other countries in the severity of its anti-bribery legislation but this will change when the Bribery Act 2010 ("the Act") comes into effect. It seems that this will not occur until later in 2010. This note considers what steps businesses need to be taking in advance of implementation in order not to fall foul of the new offences created by the Act


The Act was adopted with all-party political support in response to a number of different pressures. Over many years, reviews of UK law had concluded that the previous mixture of common law and statutory offences, with certain statutes dating back to the 19th century, was highly unsatisfactory. The previous law also did not meet OECD requirements, to which the UK signed up over a decade ago.

While some of the Act represents a restatement in up-to-date terms of traditional bribery offences and so largely targets individuals' behaviour, it goes beyond this in one important respect, namely in the introduction of a specific offence where businesses fail to prevent bribery.

The new offences

Four offences are introduced by the Act:

  1. Bribing another person (active): offering or giving a financial or other advantage to a person (a) intending to induce (or to reward) them, or another person, to perform improperly a public function or business activity; or (b) knowing or believing the acceptance in itself would constitute improper performance;
  2. Being bribed (passive): (a) requesting or accepting an advantage or reward intending personally, or through another, to perform improperly a public function or business activity; (b) requesting or accepting such advantage when the request or acceptance would constitute improper performance of a public function or business activity; or (c) 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 (a) to influence them in their capacity as a public official, and (b) to obtain or retain business or business advantage; and
  4. Failure of commercial organisations to prevent bribery - the "corporate offence": a "relevant commercial organisation" 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.


Individuals convicted of one of the first three offences ("the primary offences") are liable to a maximum of 10 years' imprisonment and/or an unlimited fine while companies or other bodies convicted of these offences or of the corporate offence face unlimited fines. Commercial organisations have the added risk of reputational damage and The Public Contracts Regulations 2006 exclude businesses from competing for public sector contracts where they have been convicted of bribery.

Some key points

This brief summary reveals a number of important issues.

  • The Act deals both with bribery of public officials and with bribery in business affairs - both are prohibited.
  • The primary offences are absolute and no exceptions are, for example, made in respect of "facilitation" payments such as are sometimes made to public officials to secure speedy clearance of goods through customs. Neither is there any express exclusion of corporate hospitality from the scope of the offence.
  • The key concept in the legislation is that of "improper performance", defined by reference to whether the person performing the activity or function is expected to perform it in good faith or impartially, or is in a position of trust.

The legislation is also broad in territorial terms. The primary 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 the UK, would have been an offence if committed here and the person involved has a close connection with the UK.

The corporate offence

Although companies can commit the primary offences, the potential scope of the corporate offence has led to particular interest in its terms.

As has been seen, liability is imposed on companies and partnerships for the acts or omissions of "associated persons", typically employees or agents receiving or giving bribes with the intention of benefitting the employer/principal. However, the precise status of the associated person is likely to be immaterial given the broad definition in the Act of a "person who performs services for or on behalf of" the relevant commercial organisation.

Almost all businesses with a connection to the UK are likely to find that the Act applies to their activities. The new law applies to bribery committed overseas by UK entities and to bribery by overseas entities carrying on business in the UK.

The corporate offence also has the potential to affect the officers of the relevant commercial organisation. In a further novel provision, the law provides for the extension of criminal liability to "senior officers" who have consented to or connived with the offence. For these purposes, in relation to a company, senior officers include directors, managers, secretaries or other similar officers.

The adequate procedures defence

While there are no specific defences to the primary offences, there is nonetheless a defence to the corporate offence where companies can prove that they had in place "adequate procedures" designed to prevent associated persons from engaging in bribery.

For many businesses, this will be the single most important feature of the Act and it is expected that many companies will either introduce anti-bribery programmes as a result of the Act or amend the scope of existing programmes to take account of the new legislation.

During the procedure leading up to the adoption of the Act, the Government agreed to help allay concerns about the new corporate offence by issuing guidance in respect of the "adequate procedures" defence. The new offences will not come into effect until after the guidance has been issued. As at the date of this note, the guidance has not been issued and it is not expected that the Act will come into force before October 2010.

While the steps needed to prepare for the introduction of the new Act will vary from business to business, a number of measures are likely to be common to many businesses.

  • The implementation of any anti-bribery programme needs to start with an assessment of the risks to which the particular business is exposed. This will be a function of the sector in which the business operates, the nature of the business, and the territories in which business is carried out. If a business largely operates in the UK orWestern Europe for example, the risks of facilitation payments being made may be small. On the other hand, it may be more important to set out more extensive rules dealing with giving and receiving gifts and corporate hospitality.
  • Once the risk assessment has identified the areas of concern, these need to be reflected in corporate policy documents and these will then need to be disseminated to staff, particularly those in functions where bribery is a particular risk. For many organisations, a significant, targeted training programme will need to be put in place. Depending on the nature of an organisation's business, the "adequate procedures" defence may also require the establishment of internal procedures designed to detect possible bribery. This could include sign-offs for certain political donations or scrutiny of anomalous expenses claims. Where businesses do not already have anonymous helplines to allow staff to report illegal activity, this is an opportunity to introduce such a facility.
  • The requirements of the Act also need to be reflected in contracts of employment and for the appointment of agents and/or representatives. In both cases, one might expect to see statements of acceptable business practice and of the consequences of non-compliance.
  • Equally, businesses will wish to introduce new procedures in their dealings with third parties in order to detect potential areas of risk and to minimise the risk of incurring liability for bribery. This might entail enhanced due diligence in respect of potential business partners and increased contractual protection in business acquisition and joint venture documentation.


The adoption of the new Act and the creation of the corporate offence will no doubt force bribery up the corporate agenda. While it would be misleading to suggest that there is likely to be a wave of prosecutions resulting solely from the new Act, it also seems clear that its implementation will make it significantly easier for the prosecuting authorities to take action where bribery is discovered. Prudent businesses will wish to start considering now how they are affected by the Act and what procedures they need to implement in order to reduce the risk of prosecution.

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.