This presentation gives an overview over the amendment (article 13.3) to the Russian anti-bribery-law. Organizations operating in the Russian Federation are required to implement certain preventive measures against bribery and other offences. The approach resembles requiremenst known from the US-FCPA and the UK Bribery Act.

1. The new Russian
Anti-Bribery-Law
Implications of the latest amendment 13.3 to
the Russian Anti-Corruption-Law No. 273-FZ
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2. Effective January 1, 2013, Federal Law No. 273FZ on preventing corruption was amended by
article 13.3
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Until the recent amendment it was left to the discretion of companies
how to implement anti-bribery-measures, following the Business
Judgment Rule
Article 13.3 requires “organizations” to implement certain preventive
measures (see next slides) aimed at preventing bribery
This amendment is continuing the trend of steadily increasing antibribery-rules by Russian administration since 2006
“Organizations” as defined under the article 13.3. would include all
companies operating in the Russian Federation (including those with
foreign headquarters) as well as NGO’s
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3. The six measures required by Article 13.3
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Assigning a dedicated function to be responsible for preventing
corruption and other offences
Co-operating with law enforcement authorities
Implementing standards and procedures to ensure compliance
Establishing a Code of ethical Business Conduct
Preventing and resolving conflicts-of-interest
Preventing false documentation of business transactions and the use of
forged documents
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4. 1. Assigning a dedicated function to be responsible
for preventing corruption and other offences
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Obviously, the law requires companies to nominate a “Compliance
Officer” like it is the case in most bigger multinational organizations
Assigned tasks of the function would include the implementation of the
compliance program, i.e. i) implementing core policies, ii) compliance
training, iii) investigations, iv) remediation of compliance issues etc.
The function must be effective, namely having adequate skills,
resources and should be allocated at senior management level
The role should be documented in a Job Description in order to satisfy
documentation requirements by authorities
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5. 2. Co-operating with law enforcement authorities
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The requirements to cooperate with law enforcement agencies in case
of compliance issues is very similar to the requirements articulated in
the bribery laws of the US (FCPA) and the UK (UKBA)
The level of potential fines in case of compliance violations is in the US
and the UK heavily dependant on the will of a company to collaborate
with official institutions. Russia seems to follow the same approach with
this provision in article 13.3
Compliance issues must be managed in a thorough and professional
manner (investigation, resolution and remediation). Documentation is
of key importance
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6. 3. Implementing standards and procedures to ensure
compliance
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Compliance standards and procedures are crucial for any compliance
program. While Russia has traditionally been strong in written
guidelines, focus should be on deficiencies in the compliance relevant
areas and procedures
Companies are strongly recommended to implement an Anti-BriberyPolicy that serves local legal requirements. Russian companies with
Business Partners abroad should ensure that the policy is meeting the
needs of the US-FCPA, UKBA and the OECD convention as well
The need for additional regulation must be identified and can be
industry specific
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7. 4. Establishing a Code of ethical Business Conduct
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Codes of Conduct are common for multinational companies. Based on
US and UK experience they are – besides the “tone-of-the-top” – the
key element to articulate a company’s attitude towards compliance with
legal rules and obligations
Article 13.3 does not give guidance on the expected content of the
policy. However, following international best practices, at a minimum
these areas should be ruled: i) anti-bribery, ii) anti-trust and fair
competition, iii) CSR topics, iv) employee-related subjects, such as
discrimination and harassment
Employees must be trained on the Code of Conduct and sign their
acceptance (documentation!)
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8. 5. Preventing and resolving conflicts-of-interest
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This provision follows consequently the requirement for Russian
government officials and their family members to disclose any expenses
On the counterpart, managers and employees with ties to government
members should disclose their potential conflicts of interest in writing
Companies are required to respond to conflict-of-interest situations
properly by taking adequate measures
Following a common US practice it is advisable to let employees confirm
on an annual basis if they have potential conflicts of interest or not
(documentation!)
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9. 6. Preventing false documentation of business
transactions and the use of forged documents
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This provision resembles the “book and records provision” under the
US-FCPA. Companies are required to maintain accurate books and
records of company transactions at all times
The practical implications of the provision can be significant: Companies
are required to implement effective controls over financial reporting.
Accountants need to be trained on “red flags” in business transactions
It is to be noted that the provision might be used by prosecutors in
cases where ultimate proof of bribery is not available. Similar to US
practice, companies can face the problem that they can not prove that a
certain business transaction was NOT a bribe
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10. Implications 1
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The Russian law does not describe sanctions for organizations who do
not implement the six measures described in this presentation
However, implementing the measures might greatly reduce
administrative fines and penalties for organizations (under article 2.1 of
the Administrative Offence Code a company is automatically at fault if it
can not document that it has taken all possible steps to prevent an
offence)
Under Russian criminal law, individual managers might face liability for
not having implemented the six measures as their behavior could be
perceived as willful blindness or even involvement in criminal activity
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11. Implications 2
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The new amendment 13.3 to the Russian Anti-Bribery-Law should be a
watch-out for all companies who have a business operation in the
Russian Federation
Russian authorities have raised their anti-bribery requirements on
corporate level to international standards
It is reasonable to assume that Russian authorities will interpret the law
following international standards as well
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12. Thank you
B2b-compliance.com is the web resource center for Compliance training
material and policies
Ready-to-go solutions include for example
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