Bribery Act 2010 (c. 23) with the Ministry of Justice guidance on adequate procedures (section 9)

Why it Matters

Section 7 makes a commercial organisation strictly liable for bribery by its employees, agents, subsidiaries, and other associated persons anywhere in the world, with adequate procedures as the only defence. Penalties under section 11 include imprisonment of up to ten years for individuals and unlimited fines, and the Act applies to any organisation that carries on business in the UK, wherever the bribery occurs.

Key benefits include:

• Establish the section 7 defence

Put in place and evidence adequate procedures designed to prevent bribery by associated persons, the only defence to the corporate offence.

• Manage global exposure

Cover conduct outside the UK by employees, agents, and subsidiaries that section 12 brings within the Act.

• Set expectations from the top

Demonstrate top-level commitment to preventing bribery and a culture in which bribery is never acceptable.

• Apply proportionate, risk-based controls

Scale procedures to the bribery risks the organisation faces and to the nature, scale, and complexity of its activities.

• Control third parties

Apply due diligence to persons who perform services for or on behalf of the organisation, including agents, intermediaries, and joint ventures.

How it Works

Sections 1 to 5 define the general offences and the improper performance and expectation tests that decide whether an advantage is a bribe. Section 6 covers bribery of a foreign public official to obtain or retain business. Section 7 creates the corporate offence for relevant commercial organisations, section 8 defines an associated person as one who performs services for or on behalf of the organisation, and section 9 requires guidance on preventing bribery. Sections 10 to 15 address consent to prosecution, penalties, territorial application, defences for certain bribery offences, and liability of corporate officers and partnerships.

Organisations implement the Act by running a bribery risk assessment, adopting an anti-bribery policy and procedures approved by the board, conducting due diligence on agents, intermediaries, and business partners, controlling gifts, hospitality, donations, and facilitation payments, training staff and associated persons, providing reporting channels, and monitoring and reviewing the procedures. The Ministry of Justice guidance explains each of the six principles with commentary and case studies and stresses that procedures should be proportionate rather than a fixed checklist.

SmartSuite operationalizes the Act by holding the six principles and the section 7 defence as a requirement set linked to the risk assessment, policies, third-party due diligence, gifts and hospitality registers, training records, and monitoring reviews, with owners, dates, and an audit trail that evidences adequate procedures.

Key Elements

• General bribery offences (sections 1 and 2)

Offering, promising, or giving an advantage, or requesting, agreeing to receive, or accepting one, in connection with the improper performance of a relevant function or activity.

• Bribery of foreign public officials (section 6)

Offering, promising, or giving an advantage to a foreign public official to influence them in their official capacity in order to obtain or retain business or a business advantage.

• Failure to prevent bribery (section 7)

A relevant commercial organisation is guilty if an associated person bribes another intending to obtain or retain business or an advantage for the organisation, unless it proves it had adequate procedures.

• Associated persons (section 8)

Any person who performs services for or on behalf of the organisation, including employees, agents, and subsidiaries, determined by all the relevant circumstances.

• Six principles of adequate procedures (section 9 guidance)

Proportionate procedures, top-level commitment, risk assessment, due diligence, communication including training, and monitoring and review.

• Penalties and prosecution (sections 10 and 11)

Prosecution requires the consent of the Director of Public Prosecutions or the Director of the Serious Fraud Office; individuals face up to ten years imprisonment and organisations an unlimited fine.

• Territorial application (section 12)

The offences apply to conduct outside the UK by persons with a close connection to the UK, and section 7 applies to any organisation carrying on business or part of a business in the UK.

Framework Scope

The Act applies to individuals and to bodies corporate and partnerships that are incorporated or formed in the United Kingdom or that carry on a business or part of a business there, wherever the bribery takes place. It covers bribery in both the public and private sectors and is implemented by legal, compliance, procurement, sales, and finance functions in organisations of every size, with the guidance stressing proportionality for smaller organisations.

Framework Objectives

Parliament enacted the Bribery Act to make provision about offences relating to bribery and to give the UK a modern, consolidated anti-bribery law.

Replace the earlier common law and statutory bribery offences with clear general offences of bribing and being bribed.

Criminalise the bribery of foreign public officials in line with the UK's international commitments.

Make commercial organisations liable for failing to prevent bribery by their associated persons.

Encourage organisations to adopt adequate procedures by making them the defence to the corporate offence.

Extend the offences to conduct abroad by persons and organisations connected to the UK.

Provide guidance, through section 9, on the procedures organisations can put in place to prevent bribery.

Framework in Context

The Bribery Act is the UK counterpart of the U.S. Foreign Corrupt Practices Act, and organisations subject to both align their programmes to the six Ministry of Justice principles and the DOJ's compliance program expectations at once. Its adequate procedures map to the anti-bribery management system in ISO 37001 and the compliance management system in ISO 37301, and to the seven requirements of USSG §8B2.1, while UK-regulated firms connect it to their FCA and PRA systems and controls obligations.

Common Framework Mappings

Organisations map the section 7 defence and the six principles to the anti-corruption laws, management system standards, and compliance program benchmarks their programme must also satisfy so that one set of procedures and evidence serves all of them.

Mapped frameworks include:

FCPA

DOJ ECCP

USSG §8B2.1

ISO 37001:2016

ISO 37301:2021

ISO 31000:2018

COSO IC 2013

UK GDPR

SOX

OCEG Red Book 3.5

IIA Three Lines Model