The Canadian Institute's 3rd Annual Anti-Corruption Compliance

Registration Opens and Coffee Served

Announcements

Managing Key Challenges for Corporate Officers, Directors and Public Companies: The New Books & Records Offence and Other 2013 Amendments to the CFPOA

• Practical implications for compliance in light of the new books and records offence
  • Specific prohibitions
  • Internal controls you should implement
• Changes to penalties
  • Personal liability of directors and officers for acts subsequent to the initial bribe
• National jurisdiction: new risks for public companies
  • Material fact disclosures and their consequences
  • What to do when a potential problem is uncovered: will there be more disclosures to law enforcement under the new legislation?
• Impact on non-profit entities, including co-ops and charities
• The coming repeal of the exception for facilitation payments
  • Will making small payments to foreign government officials just to conduct routine activities become an indictable criminal offence in Canada?
  • What if a charity attempting to deliver aid has to grease some palms to get supplies through to the needy? Could a Canadian prosecution result?
• What questions should directors address to management?
• Best practices for the audit committee
• Advising the Board
• What’s next?
  • Proposed legislation requiring disclosure of payments to governments

Networking Coffee Break

Criminal Enforcement and Civil Remedies for Non-Compliance: The Year in Review and Implications for Canadian Companies

2013 saw the first individual conviction and sentencing following trial in Canada under the CFPOA. More than 50 investigations are rumoured to be under way. What can we expect for 2014?

• Nationality jurisdiction under the 2013 amendments: how is it affecting enforcement?
• The Karigar sentence and its implications
  • Criminal liability where a bribe was contemplated but not actually paid
• Recent cases and updates on ongoing matters: Griffiths Energy, Nordion Inc., SNC-Lavalin
• The effect of reorganization of RCMP resources
• The RCMP’s new collaboration with other lawenforcement organizations
• Avoiding charges against management of obstruction of justice
  • Use of confidentiality agreements to muzzle whistleblowers
  • Document preservation
• Trends in FCPA enforcement
  • The SEC goes after the hiring of elite offspring
• Developments under the UK Bribery Act
  • New provisions analogous to deferred prosecution agreements under the FCPA
  • Recent prosecutions, including the first four charges laid against individuals
  • Sentencing guidelines
• Enforcement activity in China: What’s behind it?
• The relationship between corruption charges and bid-rigging offences under competition laws
• An update on follow-on securities class actions, including the SNC-Lavalin action

Luncheon for Speakers and Delegates

Keynote Speaker

Stefan Hoffmann-Kuhntis responsible for the development and roll-out of SNC-Lavalin’s comprehensive global compliance program, including relevant compliance policies, controls, reporting mechanisms, stakeholder engagement, collective action outreach program, consultation and advisory services. Previously, he rose to Corporate Compliance Officer at Siemens AG, Germany, following several years of responsibility for compliance in China.

Meeting the Challenges of Global Internal Investigations

• How your internal investigation fits in with regulatory investigations under the FCPA or other statutes
• Interviewing challenges in particular countries
• Dealing with false /malicious allegations: how do you prove a negative?
  • Has there been a rise in false allegations since financial incentives for whistleblowers were introduced in the US?
  • Other motives for false allegations
  • The role of social media
• Challenges that don’t necessarily arise in a single-country investigation
• Complying with privacy provisions in the EU and elsewhere
  • Data secrecy
• How whistleblowing has changed in the last few years
• Confidentiality issues surrounding joint-venture agreements
• Communicating with the board and audit committee
  • Reporting considerations

Networking Coffee Break

Untangling the Knotty New Anti-Corruption Rules for Bidding on Public Contracts in Canada

• Federal government debarment rules
  • Avoiding the dangers to a parent company or sister companies in a holding company when one affiliate goes rogue
  • Is it possible to cure the transgression of an affiliate, and if so how?
  • Does divesting of the company at fault help the parent or its affiliates?
  • What do bidders need to certify when bidding on a contract?
  • What if a company ineligible to bid acts as a subcontractor to someone else’s bid: at what point is it a sham?
  • Is there any discretion in the application of the rules?
  • Screening subcontractors that are specified in your bid
  • Is the threat of debarment keeping individuals and companies from pleading to a charge?
• Quebec’s new rules under the Integrity in Public Contracts Act
  • What types of contracts, contract dollar thresholds and public bodies are covered?
  • The process for obtaining permits from the AMF, including the role of the permanent anti-corruption unit (UPAC)
  • What will block an entity from obtaining a permit?
  • What is the timeframe for processing of applications?
• Potential FCPA liability for corrupt practices within Canada
• World Bank and related entities
  • Debarment rules

Proceedings Adjourn

4:45 – 6:00pm Cocktail Reception

Sponsored by:

Coffee Served

Announcements

Anti-Corruption Due Diligence for Mergers & Acquisitions: Doing it Right

• A due diligence checklist
• Questions to ask the target company
• Contractual protections to include
• What do you do if you uncover problems?
• If you find problems and go ahead with the deal, are you culpable?
• Case studies

Networking Coffee Break

An Update from Foreign Affairs, Trade & Development Canada

The Civil Implications of a Tainted Contract: Can You Enforce It? Can You Void It?

• Is a contract tainted by corruption voidable?
  • At whose instance?
  • Does it make a difference if the counterparty or a third party engaged in the corruption?
• Is such a contract enforceable?
• An analysis of the arbitration panel’s ruling in Niko

I. Controlling Third Parties

Luncheon for Speakers and Delegates

II. Gifts and Hospitality

In this session, the panel will present and discuss the difficulties of drawing the line on gift giving, hosting and hospitality in cultures where corruption may co-exist with a culture of reciprocal gift-giving.

Networking Coffee Break

Q&A Session: Expert Solutions to Your Anti-Corruption Challenges

This is your chance to ask a panel of experts any questions you may have about anti-corruption compliance, from setting up a program to monitoring compliance and dealing with any challenges that arise.

Proceedings Conclude