Preventing Improper Payments to Foreign Officials in the Face of Increased International Enforcement

Transcription

1 2 nd Canadian Forum on Bribery and Foreign Corruption Compliance and Enforcement Preventing Improper Payments to Foreign Officials in the Face of Increased International Enforcement April 28 & 29, 2009 The Fairmont Royal York Toronto, Canada Earn CLE ETHICS Credits Gain expert insight on how to: Conduct effective CFPOA/FCPA due diligence in cross-border mergers and financings Screen and control agents, consultants and joint venture partners Prevent gift and hospitality pitfalls Handle facilitation payments and small bribes Investigate questionable payments and carry out internal corruption risk assessments in emerging markets Design and implement a rigorous anti-corruption program to address your company s risk areas Promote awareness and develop effective training programs Plus get updates on: How the FCPA enforcement explosion around the globe impacts Canadian companies Current CFPOA investigations, Canadian industries at highest risk and why The rise in collateral litigation and how to prepare for private actions stemming from foreign corruption investigations Exclusive Interactive Workshops April 27, 2009 A. The Fundamentals of FCPA Compliance: The Foreign Corrupt Practices Act Demystified B. Conducting an Effective FCPA Compliance Assessment Enforcement Update: Stephen Foster Superintendent International Anti-Corruption Unit, RCMP (Ottawa) Charles E. Duross Assistant Chief Fraud Section, Criminal Division U.S. Department of Justice (Washington) Christine Uriarte General Counsel Anti-Corruption Division OECD (Paris) Benchmark your Compliance Program with: Nortel TD Bank Scotiabank Siemens Canada Nexen Canadian Bank Note Company Tyco International BAE Systems Atomic Energy of Canada Baxter International General Electric Canada Supporting Associations: Media Partners: TRANSPARENCY INTERNATIONAL CANADA INC. Register Now AmericanConference.com/AntiCorruptionCAN CanadianInstitute.com/AntiCorruptionCAN

2 Can your compliance program sustain the heat of increased anti-bribery enforcement around the globe? The enforcement of foreign corruption legislation continues to grow unabated across industries and around the globe. Transparency International reported that in 2008, 263 investigations were launched and 256 cases were brought in 19 OECD countries. US regulators are spearheading over 91 enforcement actions currently, including several high profile investigations involving prominent European companies. Landmark cases such as Siemens, Baker Hughes and Willbros make it clear that the financial and reputational costs of non-compliance are devastating for both companies and individuals named in anti-bribery investigations. With the pace and reach of enforcement activity, Canadian companies must also realize their vulnerabilities. On the one hand, Canadian companies with a listing on a US stock exchange and US operations must be mindful of how the US Foreign Corrupt Practices Act (FCPA) impacts them and can subject them to investigation and possible prosecution by US authorities. The penalties are staggering and include imprisonment, substantial fines, civil law suits, court appointed monitoring at company cost and delisting from exchanges. As well, the enforcement push is growing from within Canada s borders. The RCMP has recently established a team of investigators who are focused on enforcing Canada s anti-corruption legislation, the Corruption of Foreign Public Officials Act (CFPOA). They have begun building their investigations against companies engaged in bribery and foreign corruption. As Canadian companies increasingly look abroad and to emerging markets for business opportunities and growth, developing a pro-active compliance strategy becomes not a luxury but a necessity. Now in its 2 nd successful year, the American Conference Institute and The Canadian Institute s Canadian Forum on Bribery and Foreign Corruption Compliance and Enforcement has once again gathered a leading faculty of experienced in-house and private practice lawyers, ethics and compliance executives and government officials who will provide the latest strategies to facilitate compliance with anti-corruption laws and mitigate damages should a violation ever happen. The program will include the latest information on: Drafting and implementing a strong anti-corruption compliance program Defining what risks your company is exposed to based upon where it does business Determining what the best practices are when paying for the travel, lodging and entertainment of foreign officials Knowing how to define a facilitation payment so that grease does not become a bribe Conducting an internal investigation and working with the RCMP and other governmental bodies should you identify a violation How reciprocity and increasing cooperation between regulators is leading the global anti-corruption enforcement boom Every company with international activities or aspirations must understand in advance its risks and develop strategies to comply with anti-corruption legislation. This program will provide you with the tools you need to overcome anti-bribery compliance challenges. Don t miss this opportunity to get the answers you need on what can become one of the most important issues facing your company. Register now to ensure your place at what is sure to be a sold-out event. Call in Canada or in the US, or fax your registration form to , or go online to register at For Global Sponsorship Opportunities, please contact Wendy Tyler. Tel: ext. 242 Fax: w.tyler@americanconference.com A Must-Attend Event For: Compliance and Ethics Officers Chief Compliance Counsel General Counsel Vice Presidents and Directors of: Corporate Compliance Legal Affairs Special Investigations Business Conduct Integrity Corporate Social Responsibility Internal Audit Physical Security Contracts Trade Compliance Sustainable Development Forensic Accountants Prosecutors Certified Fraud Examiners Certified Protection Personnel Private practitioners in: International Trade and Business Transactions Foreign Investment Regulatory Compliance White Collar Energy and Resources Competition Corporate Compliance and Governance Administrative Law Internal Investigations Continuing Legal Education Credits Earn CLE ETHICS Credits Accreditation will be sought in those jurisdictions requested by the registrants which have continuing education requirements. This course is identified as nontransitional for the purposes of CLE accreditation. ACI certifies that the activity has been approved for CLE credit by the New York State Continuing Legal Education Board in the amount of 14.5 hours, of which 2.0 applies to ethics. An additional 3.5 credit hours will apply to Workshop A or B participation. ACI certifies that this activity has been approved for CLE credit by the State Bar of California in the amount of 12.0 hours, of which 2.0 applies to ethics. An additional 3.0 credit hours will apply to Workshop A or B participation. ACI has a dedicated team which processes requests for state approval. Please note that event accreditation varies by state and ACI will make every effort to process your request. Register Now: Fax: AmericanConference.com/AntiCorruptionCAN Fax: CanadianInstitute.com/AntiCorruptionCAN

3 Tuesday, April 28, :00 Registration and Coffee 9:00 Opening Remarks and Welcome from the Conference Co-Chairs James M. Klotz Miller Thomson LLP (Toronto, ON) Lisa Gressel Chief Compliance Officer, Nortel (Toronto, ON) 9:15 The US Foreign Corrupt Practices Act Its Extraterritoriality, Latest Cases and Canadian Companies Risk Exposure Charles E. Duross Assistant Chief, Fraud Section, Criminal Division U.S. Department of Justice (Washington, DC) Peter Clark Cadwalader, Wickersham & Taft LLP (Washington, DC) Current FCPA enforcement priorities for the SEC and US Department of Justice and how Canadian companies should prepare High profile investigations of non-us based companies: lessons learned from Siemens, BAE and other cases Examining the extraterritorial reach of the FCPA and how Canadian entities can be drawn into an investigation Evaluating your exposure to the FCPA: which industries have the most risk and why How US Government determines civil from criminal liability: what conduct takes it over the brink Developments in the imposition of a compliance monitor 10:30 Rising Anti-Bribery Enforcement in Europe: How the Latest Cases Affect Canadian Companies Christine Uriarte General Counsel Anti-Corruption Division Directorate for Financial and Enterprise Affairs OECD (Paris, France) Christof Gaudig Mayer Brown (Cologne, Germany) What countries are the most active at enforcing anti-bribery laws in Europe What can be learned from cases against companies and individuals, including Siemens and other recent landmark settlements Determining the risk of follow-on lawsuits in Europe Increasing cooperation between governments in international investigations what it will mean in the global anti-corruption landscape Impact of European enforcement on Canadian companies How anti-money laundering laws are used to pursue corruption cases 11:30 Networking Coffee Break 11:45 The CFPOA Canadian Enforcement Priorities and How to Prepare Stephen Foster Superintendent International Anti-Corruption Unit RCMP (Ottawa, ON) Richard Wagner Ogilvy Renault LLP (Ottawa, ON) Investigation triggers and identifying Canadian industries at highest risk Common ways Canadian companies violate the CFPOA How are leads brought forth, cases identified for investigation and what is the RCMP s process of building the case How Canadian companies can avoid prosecution Examining differences between Canadian and US rules and how they will impact Canadian companies 12:45 Networking Luncheon for Attendees and Speakers 2:00 Conducting an Effective Corruption Risk Assessment to Identify Trouble Spots Matthew Tanzer Vice President, Chief Counsel Tyco International Ltd. (Princeton, NJ) Riyaz Dattu Osler, Hoskin & Harcourt LLP (Toronto, ON) Knowing the red flags: recognizing risk based upon business, countries of operation, extent of interaction with governments Developing internal due diligence programs Conducting corruption risk assessments in emerging markets Assessing foreign official involvement role, local law, recusals, disclosures Business and family relationship with foreign officials understanding when it is too close Judging when compensation is excessive Analyzing methods of payment Creating strategies to address violations identified during self-assessment Knowing how much due diligence is sufficient 3:00 Facilitation Payments or Small Bribes: How to Distinguish Them Ethics William Jacobson Fulbright & Jaworski LLP (Washington, DC) Defining facilitation when does grease become a bribe? Posture of international conventions and other countries on facilitating payments How strong is the trend against facilitation payments and can they really be eliminated? Pinpointing the outer monetary limits of facilitating payments Transparency of the payment as a red flag for bribes Establishing thresholds for determining when payments require executive approval The pros and cons of implementing a policy prohibiting all facilitation payments 3:45 Refreshment Break 4:00 Reducing Liability Risks from Foreign Third Parties: How to Review Foreign Agents, Consultants, Joint Venture Partners and Freight Forwarders Gordon McKechnie Vice-President and General Counsel Canadian Bank Note Company, Limited (Ottawa, ON) Milos Barutciski Bennett Jones LLP (Toronto, ON) Register Now: Fax: CanadianInstitute.com/AntiCorruptionCAN

4 Lucinda Low Steptoe & Johnson LLP (Washington, DC) What enforcement authorities will expect you to have in your files Ensuring a third party s compliance with your policies and controls The importance of performing due diligence to confirm the business practices of third parties and agents what is at risk? Reducing risk when forced to hire a specific agent by a foreign government official Identifying unusual payments and demanding proper records of accounts and expenses of your agents Requesting audit rights of your third party intermediaries and the importance of exercising the right 5:15 Conference Adjourns for the Day Wednesday, April 29, :00 Opening Remarks from the Co-Chairs 9:05 Ensuring Program Adherence: Promoting Awareness and Developing Effective Training Martin Mueller Vice President and Chief Compliance Counsel Nexen Inc. (Calgary, AB) Bruce Futterer Vice President and General Counsel General Electric Canada (Mississauga, ON) Tailoring anti-bribery training to your company: how to develop a curriculum that reflects your industry and company s risk areas Comparing training methods: annual presentations versus online compliance systems and other educational tools How multi-divisional or jurisdictional companies can ensure all divisions remain up-to-date on the parent company's controls Who needs to know? Pinpointing groups and agents requiring education on a company s foreign corruption policy Fostering employee buy-in on compliance: how to conduct compliance reviews with staff 9:45 M&A and Financing: Conducting Effective Due Diligence to Uncover Potential Liabilities Charles Walker Skadden, Arps, Slate, Meagher & Flom LLP (Washington, DC) Peter Dent Partner and National Leader Forensic & Dispute Services Deloitte & Touche LLP (Toronto, ON) Determining a standard of effective due diligence: challenges in balancing cost with thoroughness US acquirers and standard due diligence requests - Filling out FCPA compliance checklists - reviews: what to expect and who is targeted Documenting relationships with agents and third parties Assessing the risks Canadian acquirers should look for when engaged in a cross-border merger Lenders and underwriters: What policies do they expect companies to have in place in cross-border financings and what are they looking for before approving loans to international clients and foreign institutions Investigating principals in a target: how to research their reputation How to assess a target s compliance programs and internal controls 10:45 Coffee Break 11:00 Gifts and Hospitality: Preventing Pitfalls of Hosting, Traveling, Entertaining and Lodging Foreign Officials Ethics Elizabeth DiDonato Vice President, Compliance Project Office Siemens Canada Limited (Mississauga, ON) Lisa Gressel Chief Compliance Officer Nortel (Toronto, ON) Carolyn Lindsey Director, Member Services Trace International, Inc. (Annapolis, MD) Gifts, sponsorships, donations and meals defining reasonable and customary and who decides Handling customer requests for travel and inspection trips Addressing cultural sensitivity challenges holiday gifts and little red envelopes The frills of first class and family members when is hospitality permitted Business travel best practices Balancing the need for internal controls with the expectations of customers in target markets Agents picking up the tab target the problem before it arrives 12:00 Responding to a Government Investigation What To Do if the US SEC or DOJ Comes Knocking Bruce Yannett Debevoise & Plimpton LLP (New York, NY) Understanding US investigative authority on Canadian entities Meeting demands of law enforcers working beyond their national reach Effective procedures in responding to search requests Identifying who needs counsel companies and employees Deciding what counsel you need and how to coordinate them Handling the public element of an investigation and managing communications with the press 12:30 Networking Luncheon for Attendees and Speakers 1:45 Developing and Implementing an Effective Internal Anti-Corruption Program Greg Sayer Chief Compliance Counsel Atomic Energy of Canada Limited (Mississauga, ON) Zachariah Ezekiel Senior Manager, Business Conduct and Projects Scotiabank (Toronto, ON) Register Now: Fax: AmericanConference.com/AntiCorruptionCAN

5 Tyson Johnson Senior Manager Physical Security TD Bank (Toronto, ON) Jane Wexton Wexton Advisors (New York, NY) What internal anti-bribery policies are leading Canadian corporations implementing Determining the core elements of an effective compliance program Getting senior management on board Incorporating anti-corruption policies into existing compliance programs Ensuring your policy is more than a paper tiger how to test your compliance programs The role of internal audit in setting the standard ensuring that violations can t occur and identifying instances of suspicion Setting up multi-avenues for employees to report wrongdoing manager, ombudsman, compliance officer, ethics hotlines 2:45 Refreshment Break 3:00 Preparing for a Wave of Collateral Litigation and How to Defend Your Company Danforth Newcomb Shearman & Sterling LLP (New York, NY) Assessing the risk of private litigations following from FCPA prosecutions Lawsuits brought by sovereigns claiming damage from bribes being paid Securities fraud actions Shareholder derivative suits in instances of sinking share price Lawsuits from business partners Arbitrations claiming contracts unenforceable due to corruption How to defend your company 3:30 Dealing with Suspected and Alleged Violations: Conducting an Internal Investigation Jeffrey Cottle Associate General Counsel BAE Systems, Inc. (Arlington, VA) James M. Klotz Miller Thomson LLP (Toronto, ON) When should an internal investigation be conducted and by whom How to be cost effective with an investigation and knowing how much is enough in learning the facts Coordinating the investigation between the company, outside counsel and accounting firms Factors in maximizing credibility to the government Assessing the scope of possible violations: false alarms, violations of local law, fraud against the company, etc. Disciplinary procedures for suspected violations or failure to detect When and how to involve management and the audit committee Voluntary disclosure: risks and benefits Navigating privacy and other data protection laws 4:30 Conference Ends Register Now: Fax: CanadianInstitute.com/AntiCorruptionCAN A B Exclusive Pre-Conference Workshops April 27, 2009 The Fundamentals of FCPA Compliance: The Foreign Corrupt Practices Act Demystified 9:00 to 12:30 David DiBari Clifford Chance LLP (Washington, DC) Do you need an immersion in the FCPA and the elements involved in the key cases? This highly rated pre-conference workshop is designed to provide you with a comprehensive introduction to the FCPA and cover all the bases: the anti-corruption and antibribery elements of the statute, internal controls and accounting requirements, and intersections with Sarbanes-Oxley and SEC reporting requirements. During this interactive and practical working session, David DiBari will discuss core issues related to the statute, focus on the nuts & bolts and supply you with a foundation for dealing with day-to-day issues, including: Who is covered by the FCPA? - what constitutes an instrumentality - what constitutes a government owned entity Permissible and impermissible payments - anything of value - facilitating payments: limits on grease - political and charitable contributions What constitutes activity deemed to obtain or retain business? Reasonable and bona fide expenses under the statute Books and records requirements: a potential Achilles Heel for compliance Internal controls inaccuracies and public disclosure under the FCPA The intersection of Sarbanes-Oxley and FCPA Fundamentals of an FCPA compliance program Whether you are new to the FCPA or are a seasoned veteran seeking a comprehensive refresher, you will find this workshop invaluable for getting up to speed and maximize your benefit from the advanced discussions of the main conference. Conducting an Effective FCPA Compliance Assessment 1:30 to 5:00 James Tillen Miller & Chevalier Chartered (Washington, DC) Sheri Rudberg Corporate Counsel, Baxter International (Deerfield, IL) Risk assessment is the starting point for determining the incentives and opportunities that could potentially lead to an anti-corruption violation, and the appropriate responses. Participants in this workshop will examine practical steps for designing an effective process to assess the risks presented in the internal and external environments in which the company operates. Topics to be covered include: What is the process for conducting a risk assessment? When, how and by whom should risk assessments be conducted? How often should you perform the assessment and when can you quit? Types of documentation to review/create What can you reasonably do to mitigate risks, once identified? - Criteria for selection of international business representatives - Procedures for vetting, monitoring and re-qualifying - Training of company sales and marketing personnel - Establishing review thresholds as the size and/or percentage of proposed commissions grows How can you evaluate the effectiveness of your response? American Conference Institute, 2009

6 2 nd Canadian Forum on Bribery and Foreign Corruption Compliance and Enforcement Preventing Improper Payments to Foreign Officials in the Face of Increased International Enforcement April 28 & 29, 2009 The Fairmont Royal York Toronto, Canada Exclusive Interactive Workshops April 27, 2009 A. The Fundamentals of FCPA Compliance: The Foreign Corrupt Practices Act Demystified B. Conducting an Effective FCPA Compliance Assessment To expedite your registration, please mention your Priority Service Code 745L09-WEB REgistration form Attention Mailroom: If undeliverable to addressee, please forward to: General Counsel, Compliance Officer, Ethics Officer, AML Officer Registration Fee The fee includes the conference, all program materials, continental breakfasts, lunches, refreshments and complimentary membership in the ACI Alumni program. Payment Policy Payment must be received in full by the conference date. All discounts will be applied to the Conference Only fee (excluding add-ons), cannot be combined with any other offer, and must be paid in full at time of order. Group discounts available to individuals employed by the same organization. Cancellation and Refund Policy You must notify us by at least 48 hrs in advance if you wish to send a substitute participant. Delegates may not share a pass between multiple attendees without prior authorization. If you are unable to find a substitute, please notify American Conference Institute (ACI) in writing up to 10 days prior to the conference date and a credit voucher valid for 1 year will be issued to you for the full amount paid, redeemable against any other ACI conference. If you prefer, you may request a refund of fees paid less a 25% service charge. No credits or refunds will be given for cancellations received after 10 days prior to the conference date. ACI reserves the right to cancel any conference it deems necessary or remove/restrict access to the ACI Alumni program and will not be responsible for airfare, hotel or other costs incurred by registrants. No liability is assumed by ACI for changes in program date, content, speakers, venue or arising from the use or unavailability of the ACI Alumni program. step 3 step 2 step 1 conference code: 745L09-TOR YES! Please register the following delegate for Bribery & Foreign Corruption Compliance & Enforcement Fee Per Delegate Register & Pay by February 20, 2009 Register & Pay after February 20, 2009 o Conference Only $ % GST = $ $ % GST = $ o Conference + Workshop oa or ob $ % GST = $ $ % GST = $ o Conference + Both Workshops oa and ob $ % GST = $ $ % GST = $ o Please add a conference materials CD-ROM to my order $195 + $21.95 (S & H) (+ applicable taxes) o I cannot attend but would like information regarding conference materials contact details NAME ORGANIZATION ADDRESS POSITION CITY PROVINCE POSTAL CODE TELEPHONE TYPE OF BUSINESS FAX NO. OF EMPLOYEES APPROVING MANAGER POSITION Payment Please charge my o VISA o MasterCard o AMEX o Please invoice me Number Exp. Date Signature o I have enclosed my check for $ made payable to American Conference Institute (T.I.N ) o Wire Transfer ($USD) Please quote the name of the attendee(s) and the event code 745L09 as a reference. Bank Name: M & T Bank Address: One Fountain Plaza, Buffalo, NY 14203, USA Swift / ABA No: Account Name: American Conference Institute Account Number: Hotel Information American Conference Institute is pleased to offer our delegates a limited number of hotel rooms at a preferential rate. Please contact the hotel directly and mention the Bribery and Foreign Corruption - Compliance and Enforcement conference to receive this rate: Venue: The Fairmont Royal York Address: 100 Front Street W, Toronto, Ontario M5J IE3, Canada Reservations: 1(866) Incorrect Mailing Information If you would like us to change any of your details please fax the label on this brochure to our Database Administrator at , or data@americanconference.com. 5 Easy Ways to Register * Ê ' : 8 MAIL American Conference Institute 41 West 25th Street New York, NY PHONE FAX ONLINE AmericanConference.com/ AntiCorruptionCAN CONFERENCE PUBLICATIONS To reserve your copy or to receive a catalog of ACI titles go to or call SPECIAL DISCOUNT We offer special pricing for groups and government employees. Please or call for details. Promotional Discounts May Not Be Combined. ACI offers financial scholarships for government employees, judges, law students, non-profit entities and others. For more information, please or call customer care.