January 2013 CBA REPORT
autonomy from management.”;
• A mechanism to ensure that FCPA
policies and procedures are commu-
nicated throughout the organization,
including periodic training and cer-
tification for all of directors, officers
and employees and where appropri-
ate, agents and partners.;
• The existence of incentives, includ-
ing personnel evaluations, promo-
tions, rewards for improving and
developing the company’s compli-
ance program and a commitment
that working in the compliance
program’s organization is a way to
advance an employee’s career.;
• Risk-based due diligence to deter-
mine the qualifications and associa-
tions of third-party partners, an un-
derstanding of the business rationale
for including the third-party in the
transaction and on-going monitor-
ing of third-party relationships.;
• A commitment to providing confi-
dential, internal reporting and inves-
tigation of misconduct or violations
of company policy.;
• Pre-acquisition due diligence in
the purchase of companies and
post-acquisition integration of the
purchased company into compliance
Factual Scenarios and Declinations
One of the most useful components
of the Resource Guide is the inclu-
sion of scenarios which might confront
compliance officers. These hypothetical
situations are in response to requests
from industry for hard and fast rules that
businesses could follow when confronted
with FCPA questions.
In addition, the Resource Guide pro-
vides six examples of situations where the
government has chosen to decline pros-
ecution of suspected FCPA violations.
While the facts underlying each declina-
tion decision are unique, four common
themes emerge from the declinations:
• The violation involved unlawful pay-
ments that were never made or the
amount of the payments was small.;
• The company responded promptly
upon discovery with vigorous
internal investigations of the alleged
• The suspected violators self-reported
the conduct and fully cooperated
with the government investigation.;
• The violation resulted in an en-
hanced and/or reorganized compli-
ance program within the offending
The clear message from the Resource
Guide to business and compliance pro-
fessionals is to establish and strengthen
risk-based compliance programs. This
120 page Resource Guide has reached its
audience and should be on the book-
shelf, and possibly nightstand, of every
compliance professional and business
executive operating in the global market
Johnson is a partner in Porter Wright Morris &
Arthur’s Cincinnati office. He chairs Porter Wright’s
white-collar defense and corporate investigations
1 A Resource Guide to the U.S. Foreign Corrupt Practice
2 Restoring Balance — Proposed Amendments to the
Foreign Corrupt Practice Act; U.S. Chamber Institute
for Legal Reform, October 2010.
4 Resource Guide at 15.
6 Id. at 15-16.
7 Id. at 15-16.
8 Id. at 20.
10 Id at 21.
12 Id. at 28.
14 Id at 56.
18 Id. at 57-62.
19 Id. at 77-79.
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