FOREIGN CORRUPT PRACTICES ACT (FCPA) COMPLIANCE PROGRAM

Anti-Corruption Policy and Procedures

PART 1: POLICY STATEMENT

A. Company Commitment

[COMPANY NAME] is committed to conducting business ethically and in compliance with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and other international anti-corruption laws.

B. Policy Statement

It is the policy of [COMPANY NAME] that:

☐ No employee, officer, director, agent, or third-party representative shall offer, promise, authorize, or make any corrupt payment, gift, or thing of value to any foreign official, political party, party official, or candidate for foreign political office.

☐ No employee shall falsify books and records or circumvent internal accounting controls.

☐ All transactions shall be accurately and fairly recorded in reasonable detail.

☐ Violations of this policy will result in disciplinary action, up to and including termination.

C. Applicability

This policy applies to:

☐ All employees worldwide
☐ All officers and directors
☐ All subsidiaries and affiliates
☐ All agents, consultants, and third-party representatives
☐ Joint venture partners (to the extent of company control)

PART 2: UNDERSTANDING THE FCPA

A. Anti-Bribery Provisions

Prohibited Conduct:

The FCPA prohibits:

☐ Offering, promising, or authorizing payment of money or anything of value

☐ To any foreign official, foreign political party or official thereof, or candidate for foreign political office

☐ For the purpose of influencing any act or decision, inducing action in violation of lawful duty, securing an improper advantage, or inducing the use of influence to affect government acts or decisions

☐ In order to assist in obtaining or retaining business

B. Definition of "Foreign Official"

"Foreign Official" includes:

☐ Officers or employees of foreign governments (all levels)
☐ Officers or employees of departments, agencies, or instrumentalities of foreign governments
☐ Officers or employees of state-owned or state-controlled enterprises
☐ Officers or employees of public international organizations (UN, World Bank, IMF, etc.)
☐ Foreign political party officials
☐ Candidates for foreign political office
☐ Any person acting in an official capacity for the above

C. Books and Records Provisions

Requirements:

☐ Make and keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets

☐ Devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that:
- Transactions are executed in accordance with management authorization
- Transactions are recorded as necessary to permit preparation of financial statements
- Access to assets is permitted only in accordance with management authorization
- Recorded accountability for assets is compared with existing assets at reasonable intervals

D. Facilitating Payments Exception

The FCPA contains a limited exception for "facilitating payments" made to expedite routine governmental actions such as:

☐ Processing visas and work permits
☐ Providing police protection
☐ Mail pickup and delivery
☐ Scheduling inspections
☐ Providing utilities (phone, power, water)

COMPANY POLICY ON FACILITATING PAYMENTS:
☐ Strictly prohibited
☐ Permitted only with prior written approval
☐ Other: [________________________________]

PART 3: RISK ASSESSMENT

A. Risk Assessment Framework

Complete the following risk assessment annually:

1. Geographic Risk

2. Industry Risk

☐ Government contracting
☐ Extractive industries (oil, gas, mining)
☐ Aerospace and defense
☐ Healthcare/pharmaceuticals
☐ Infrastructure/construction
☐ Financial services
☐ Telecommunications
☐ Other high-risk industry: [____________________]

3. Transaction Risk

☐ Use of third-party agents or consultants
☐ Joint ventures with local partners
☐ Mergers and acquisitions
☐ Licensing arrangements
☐ Government permits and approvals
☐ Customs and import/export activities

4. Business Partner Risk

☐ Government-affiliated customers
☐ Agents operating in high-risk countries
☐ Distributors with government contacts
☐ Consultants providing access to government officials
☐ Joint venture partners with government ties

B. Overall Risk Rating

Company Overall FCPA Risk Level:
☐ High ☐ Medium ☐ Low

Basis for Rating:
[________________________________]
[________________________________]

PART 4: COMPLIANCE PROGRAM ELEMENTS

A. Tone at the Top

Senior Management Commitment:

☐ CEO/Board has approved this anti-corruption policy
☐ Senior management regularly communicates commitment to compliance
☐ Compliance is included in performance evaluations
☐ Adequate resources are allocated to compliance function
☐ Compliance personnel have direct access to Board/Audit Committee

B. Code of Conduct

Anti-Corruption Code Provisions:

☐ Prohibition on bribery of foreign officials
☐ Prohibition on commercial bribery
☐ Accurate books and records requirement
☐ Gifts, hospitality, and entertainment guidelines
☐ Political and charitable contributions restrictions
☐ Third-party due diligence requirements
☐ Reporting obligations
☐ Non-retaliation policy
☐ Disciplinary measures

C. Compliance Resources

Chief Compliance Officer:
Name: [________________________________]
Title: [________________________________]
Reports to: [________________________________]

Compliance Staff:
| Name | Title | Responsibilities |
|------|-------|------------------|
| [__________] | [__________] | [________________] |
| [__________] | [__________] | [________________] |

Annual Compliance Budget: $[____________________]

PART 5: THIRD-PARTY DUE DILIGENCE

A. Third-Party Risk Categories

Category 1 - High Risk:
☐ Agents with government contacts
☐ Consultants in high-risk countries
☐ Joint venture partners
☐ Customs brokers

Category 2 - Medium Risk:
☐ Distributors
☐ Sales representatives
☐ Service providers

Category 3 - Lower Risk:
☐ Standard vendors
☐ Professional service providers (legal, accounting)

B. Due Diligence Checklist

For All Third Parties:

☐ Business justification documented
☐ Background research conducted
☐ Ownership structure verified
☐ Government affiliations identified
☐ References checked
☐ Red flags analysis completed

Additional for High-Risk Third Parties:

☐ Enhanced background investigation
☐ Site visit conducted
☐ Compliance questionnaire completed
☐ Training provided
☐ Contractual anti-corruption provisions included
☐ Audit rights secured
☐ Periodic recertification scheduled

C. Third-Party Due Diligence Form

Third-Party Name: [________________________________]

Type of Third Party:
☐ Agent ☐ Consultant ☐ Distributor ☐ Joint Venture Partner ☐ Other: [____]

Country of Operation: [________________________________]

Services to Be Provided:
[________________________________]
[________________________________]

Due Diligence Results:

Red Flags Identified:
☐ None
☐ Government official ownership or employment
☐ Requests for unusual payment arrangements
☐ Excessive commission requests
☐ Lack of transparency
☐ Negative press/reputation issues
☐ Other: [________________________________]

Approval:

☐ Approved
☐ Approved with conditions: [________________________________]
☐ Rejected

Approved by: [________________________________] Date: [__/__/____]

PART 6: GIFTS, HOSPITALITY, AND ENTERTAINMENT

A. General Guidelines

Pre-Approval Requirements:

B. Prohibited Activities

☐ Cash or cash equivalents (gift cards without controls)
☐ Lavish or extravagant entertainment
☐ Entertainment without legitimate business purpose
☐ Gifts during active procurement or licensing process
☐ Personal benefits unrelated to company business
☐ Anything intended to influence official action

C. Gift and Entertainment Approval Request

Requestor: [________________________________]

Recipient:
Name: [________________________________]
Title: [________________________________]
Organization: [________________________________]

Is Recipient a Foreign Official? ☐ Yes ☐ No

Type: ☐ Gift ☐ Meal ☐ Entertainment ☐ Travel

Description: [________________________________]

Estimated Value: $[____________________]

Business Purpose:
[________________________________]
[________________________________]

Timing of Any Pending Government Decision: [________________________________]

Approval: ☐ Approved ☐ Denied

Approved by: [________________________________] Date: [__/__/____]

PART 7: TRAINING AND COMMUNICATION

A. Training Program

Training Requirements:

B. Training Content

☐ FCPA overview and prohibitions
☐ Definition of foreign official
☐ Company policy and procedures
☐ Red flags recognition
☐ Third-party risks
☐ Gifts and entertainment guidelines
☐ Reporting channels
☐ Consequences of violations
☐ Case studies and scenarios

C. Training Certification

Employee Certification:

I, [NAME], certify that I have:

☐ Received and read the Company's Anti-Corruption Policy
☐ Completed anti-corruption training
☐ Understand my obligations under the FCPA
☐ Will report any suspected violations
☐ Have no undisclosed conflicts of interest

Signature: ________________________________

Date: [__/__/____]

PART 8: REPORTING AND INVESTIGATION

A. Reporting Channels

Internal Reporting:

☐ Direct supervisor
☐ Compliance Officer: [________________________________]
☐ Legal Department: [________________________________]
☐ Anonymous Hotline: [________________________________]
☐ Email: [________________________________]

Non-Retaliation Policy:

The Company strictly prohibits retaliation against anyone who reports suspected violations in good faith.

B. Investigation Procedures

Upon Receipt of Report:

☐ Acknowledge receipt within [____] business days
☐ Assess credibility and severity
☐ Preserve relevant documents
☐ Engage internal or external investigators as appropriate
☐ Maintain confidentiality
☐ Document findings
☐ Take appropriate remedial action
☐ Report to management/Board as required

C. Voluntary Self-Disclosure Considerations

Under DOJ's Corporate Enforcement Policy:

Companies that voluntarily self-disclose, fully cooperate, and appropriately remediate may receive:
- Presumption of declination (no prosecution)
- Reduced penalties if prosecution warranted
- No requirement for a monitor

Decision to Self-Disclose:
☐ Must be made by General Counsel/CEO in consultation with outside counsel
☐ Consider: severity, pervasiveness, involvement of senior management, remediation efforts

PART 9: BOOKS AND RECORDS CONTROLS

A. Internal Accounting Controls

☐ All payments require appropriate authorization
☐ Invoices are verified before payment
☐ Third-party payments are documented
☐ Unusual payment requests are flagged
☐ Regular account reconciliations performed
☐ Segregation of duties maintained
☐ Audit trail for all transactions

B. Documentation Requirements

Required Records:

☐ All payments to foreign officials or their representatives
☐ All gifts, entertainment, and hospitality
☐ Third-party due diligence files
☐ Contracts with anti-corruption provisions
☐ Training records
☐ Investigation files
☐ Audit reports

Retention Period: [____] years minimum

PART 10: MONITORING AND AUDITING

A. Ongoing Monitoring

☐ Periodic review of high-risk transactions
☐ Spot checks of expense reports
☐ Third-party payment audits
☐ Compliance metrics tracking
☐ Regulatory development monitoring

B. Periodic Audits

Internal Audit Schedule:

C. Program Review

Annual Compliance Program Assessment:

☐ Review of policy and procedures
☐ Risk assessment update
☐ Training effectiveness evaluation
☐ Third-party program review
☐ Investigation outcomes analysis
☐ Benchmark against industry practices
☐ Recommendations for improvement

PART 11: MERGERS AND ACQUISITIONS

A. Pre-Acquisition Due Diligence

☐ Identify target's exposure to foreign officials
☐ Review target's compliance program
☐ Assess corruption risk in target's markets
☐ Review significant contracts and relationships
☐ Identify potential successor liability issues
☐ Review prior investigations or enforcement actions

B. Post-Acquisition Integration

☐ Extend compliance policies to acquired entity
☐ Conduct training for acquired employees
☐ Integrate third-party due diligence
☐ Audit acquired entity's past practices
☐ Remediate any identified issues
☐ Report significant discoveries as appropriate

PART 12: CERTIFICATION AND APPROVAL

A. Policy Certification

Certification by Chief Compliance Officer:

I certify that this FCPA Compliance Program has been:

☐ Reviewed and updated within the past 12 months
☐ Approved by appropriate senior management
☐ Communicated to all relevant personnel
☐ Implemented with adequate resources

Signature: ________________________________

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

B. Board/Audit Committee Approval

Approved by: [________________________________]

Title: [________________________________]

Date: [__/__/____]

SOURCES AND REFERENCES

• FCPA Statute: 15 U.S.C. §§ 78dd-1, 78dd-2, 78dd-3, 78m
• DOJ FCPA Resource Guide: https://www.justice.gov/criminal/criminal-fraud/foreign-corrupt-practices-act
• DOJ FCPA Guidelines (June 2025): https://www.justice.gov/criminal/criminal-fraud/foreign-corrupt-practices-act/fcpa-guidelines
• SEC FCPA Enforcement: https://www.sec.gov/enforcement/foreign-corrupt-practices-act
• Transparency International Corruption Perceptions Index: https://www.transparency.org/cpi
• DOJ Corporate Enforcement Policy: https://www.justice.gov/criminal/criminal-fraud/voluntary-self-disclosure-policy

LEGAL NOTICES

Penalties for FCPA Violations:

Criminal:
- Corporations: Up to $25 million per violation
- Individuals: Up to $250,000 and 5 years imprisonment per violation

Civil:
- Up to $23,011 per violation (SEC)
- Disgorgement of profits

Other Consequences:
- Debarment from government contracting
- Loss of export privileges
- Shareholder lawsuits
- Reputational damage

This template is provided for educational and informational purposes only. FCPA compliance programs must be tailored to each company's specific risks and circumstances. Consult with qualified legal counsel to develop an appropriate compliance program.