British companies will soon face some of the toughest corruption laws in the world after Parliament heeded international criticism and passed the Bribery Act 2010.

The Act, which is expected to come into force later this year, could mean individuals facing the prospect of long prison sentences and companies facing the prospect of unlimited fines. Corporates convicted of failing to prevent bribery may also be debarred from participating in public contracts.

The new Act comes in a year in which we have already seen a number of high profile cases involving corporates and their employees as the Serious Fraud Office (SFO) gets tough on corporate corruption. In March of this year, the SFO arrested three UK board members of Alstom, the French engineering group, on suspicion of bribery and corruption. A month earlier, the SFO and the US Department of Justice agreed multi-million pound settlements with BAE Systems plc following allegations that the company paid bribes to win contracts from several nations in Africa and Eastern Europe.

Under the new Bribery Act there are four key offences:

• bribing another person;
• accepting a bribe;
• The Act, which is expected to come into force later this year, means companies could face the prospect of unlimited fines
  bribing a foreign public official; and
• failing to prevent bribery (in the case of a corporate).

The new corporate offence of failing to prevent bribery is a strict liability offence. The only defence is for the company to show that it has adequate procedures in place to prevent bribery (see below for possible measures to consider). It is important to note that the Act can apply to acts and omissions that take place in the UK and overseas and, unlike the US Foreign Corrupt Practices Act, 'facilitation' or 'grease' payments are not exempt from the scope of the Act. There is no 'de minimis' level and even a small payment to a foreign official to 'expedite' customs requirements could be caught.

There is no set list of actions that a business should take and appropriate measures will depend upon factors such as business size, the countries and sectors in which the business operates and the third parties that it deals with. For some businesses, the risks may be relatively low and, accordingly, the procedures that they need to put in place may not be onerous.

However the following steps should be considered:

• Review and put in place clear policies and procedures to deal with bribery and corruption.
• If the business has anti-bribery policies and procedures in place that reflect the position under U.S. law then these may need to be amended. Unlike U.S. law, facilitation payments, for example, are not permitted under the new Act.
• Staff training and guidance, particularly on difficult areas such as facilitation payments, commissions, gifts and hospitality.
• Appoint a senior officer to take responsibility for compliance.
• Put in place monitoring processes and internal controls, including auditing compliance with the law.
• Establish procedures for the appointment of third parties such as agents.