Introducing

A Comprehensive Programme to Manage Compliance Risk

Increasing Risk GeographicallyUK: SFO confirmed in September 2013 that it has 8 cases under investigation.

US: Leading in the number of investigations.

Canada: Reports show over 35 active investigations into violations of the CFPOA.

China: See current prosecutions into pharmaceutical companies.

Russia: The judicial departments of the Russian Supreme Court published statistics stating that a total of 6,014 people were convicted of corruption in 2012.

UAE: In 2012, the UAE anti-corruption body uncovered 10+ cases in which more than USD 272 million public funds were misappropriated.

Investigations and Prosecutions Increasing – Why?

1.Greater emphasis on corruption and

enforcement

2.Greater emphasis on voluntary reporting

3.Whistleblowing + incentives

4.3rd Party Audits

5.Money laundering reporting

6.Increasing investment around the world

7.Increased use of extra-territorial reach by

regulators

Need for Greater Risk Management

Pre- Acquisition Due Diligence

Due diligence should include a review of the acquired entity’s:

ReputationInternal controlsAnti-corruption regulation complianceFinancial control environmentInteraction with government officialsTravel and entertainment expensesUse of shell and off-shore companiesConsulting agreementsAgent agreementsTransactions of affiliates and related partiesPolitical contributions and charitable donations

Need for Greater Risk Management

Adequate procedures for vetting agents and third parties

This is a very high risk area – many companies do not place adequate emphasis on these procedures despite risk of liability for actions of third parties.

Third parties can include:CustomersVendors/suppliersWholesalers/distributorsSales representativesSub contractorsFranchiseesJoint venture partners/affiliatesAgents/consultants

Establish which category the third party falls under. Ensure any introducing agent is acting on your behalf and not on behalf of, for, example, the customer – this will minimize the risk of criminal and civil bribery.

Need for Greater Risk Management

Red Flags that an Intermediary may be engaging in corrupt conduct:

Conducts business in high risk countriesExcessive or unusually high compensationRequests increase in compensation during sales effortsRequests payments to another third partyRequests payments in cash or bearer instrumentLacks experience or “track record” with product, field or industryLacks written agreementHas close relationships to government officials (close relatives or financial/ownership interests)The intermediary was recommended by a government official.

Building a RelationshipA HOLISTIC APPROACH

Integrated Client ServicesDechert will conduct weekly or bi-weekly conference calls (based on the client’s preference) to review pending matters and discuss matters of interest with your global relationship partner and the dedicated senior partners from each practice area and jurisdiction. Dechert will also maintain “Project Progress Charts” with a matrix of Active, Ongoing, Pending, Completed, and Dormant projects to ensure that the client has a global view of the expansion project.

Team CollaborationIn each project, one Dechert partner will be responsible for leading the matter and providing regular status updates to ensure our efforts are in alignment with your key business objectives. The partner will also be responsible for reviewing the matter with the core Dechert team to ensure all team members are up-to-speed on all of the various projects, which ultimately reduces bottom line costs to you.

Legal Cost ContainmentDechert recognizes the business necessity to contain legal spend in the short and long-term. Our sophisticated team of lawyers and business analysts, who are skilled at providing reliable budgets, will work with you on an ongoing basis to ensure you are receiving the highest value. “Value” comes in many forms and you can expect “Dechert Value” to include: efficient staffing, high quality timekeepers, progressive fee arrangements, quantitative estimates, and budget discipline.

Planning and CounselingAuditing Training Investigating

A COMPREHENSIVE PROGRAMME TO MANAGE COMPLIANCE RISK

Dechert helps you to create and protect a culture of compliance.With access to our specialist lawyers at any time of the day or night, you will quickly learn that compliance is our passion and we support organizations as they undergo the process of identifying compliance risks, implementing checks and balances, and shifting the cultural attitude toward appropriate behaviour.

We do not provide a standard solution that is instant plug-and-play. Our experiences are diverse and our expertise is adaptable to any company, but it’s how our collective knowledge, expertise, and tools are carefully crafted together for each client that makes Dechert a true compliance partner.

Our Solutions

•Trade Compliance

•Export/Sanctions

•Antitrust/Competition

•Government Affairs

•Anti-Bribery Compliance

Our Solutions

•Sanctions Surgery

•Comprehend

•Books and Records Review

Our Solutions

•A Price Worth Paying: Risk Awareness and Corporate Governance Film

•Compliance Training

•Raid Training

Our Solutions

•Internal Investigations

•Regulatory Investigations

•Company Defenses

PLANNING AND COUNSELING SOLUTIONS

The Dechert ApproachThe key to a comprehensive compliance programme starts by having the right advisors at your fingertips to help you navigate the ever changing regulatory and political developments and apply them to your policies, procedures, and general compliance culture. We take a proactive approach to this task by offering specialists in specific high-risk compliance areas who are dialled-in the changes afoot; rather than compliance generalists who merely establish protocol and best practices. This difference is important because it highlights the emphasis we place on your existing practices and work to implement change that minimizes operational bottlenecks.

We take the time and care to understand any previous compliance issues, review your current program, and partner with you to recommend and implement updates that will strengthen your compliance and business for many years to come.

Trade Compliance | Export/Sanctions | Antitrust/Competition | Government Affairs | Anti-bribery

Anti-Bribery and Corruption

Education, training and testing are important components of the adequacy procedures required for anti-bribery compliance. In our experience the most dangerous people in an organisation are those who lack proper understanding, but believe nonetheless that they are right. We aim to help clients identify such people and forecast the human risk of their organisation breaching the law through ignorance or misunderstanding.

• Evaluate existing anti-bribery and corruption programs.

• Develop new policies and procedures to strengthen the existing framework.

• Monitor your compliance programs pursuant to agreements with the government risk assessments and internal investigations.

• Design effective protocols to monitor FCPA, UK Bribery Act and other anti-corruption compliance.

• Support on anti-corruption issues related to mergers, acquisitions, alliances, and sales operations.

• Due diligence and strategic guidance to companies and individuals facing anti-corruption compliance challenges.

A FULL SUITE OF GOVERNMENT AFFAIRS ADVICE:

Our anti-corruption compliance services are founded on the design, implementation and enforcement of effective anti-corruption programs. Our lawyers draft policies and procedures to train personnel, conduct due diligence and assist with risk management. We identify company-specific risks related to bribery, fraud and corruption and implement solutions to mitigate those risks in numerous jurisdictions.

RELATED SERVICE: Training > DechertComprehend

Auditing

The Dechert ApproachUpgrading policies, procedures and protocols is an important step toward developing or improving your culture of compliance, but often simply upgrading these elements does not dig deep enough to root out potential risks. Conducting in-depth audits of high-risk areas, such as sanctions and anti-briber/compliance, allows us to identify underlying issues that require a more-hands-on approach.

The benefit of our auditing solutions is that they provide us with the necessary data to inform decisions on how to best implement compliance programs and they provide you with the data to show the ROI of compliance by measuring mitigated risks.

Sanctions Surgery | DechertComprehend

Books and Records Review

Our Books and Records examination is aimed at clients undergoing rapid expansion that conduct business in multiple countries and are exposed to increasing regulatory pressures and multiple local laws.

Often companies are too close to their business practices to identify inappropriate and illegal conduct, even when that conduct typically happens in specific high-risk areas and situations. Rather than commission a lengthy and costly audit, Dechert’s Risk Assessment & Review targets specific business practices and/or transactions in those high-risk areas under the protection of privileged and confidential advice. Dechert will be able to identify your company’s key areas of risk, conduct tests to highlight any high-risk areas requiring more detailed attention, and provide a recommendation report for practical methods to reduce your company’s risk exposure.

In order to reduce the risk of significant financial losses, and damage to your company’s reputation, the Risk Assessment and Review will include the following stages:

Stage 1 Establish Baseline • Review of any prior risk assessments and supporting documentation• Issuance of an “Information Request” to obtain details on your company’s business• Documentation and prioritisation of the key legal and regulatory risks from all of the jurisdictions where your company operates• Request Senior Management to complete Comprehend; an online compliance questionnaire.

Stage 2 Gather Intelligence• X minute interviews with key personnel in Sales, Finance, Human Resources, Information Technology and Procurement to understand key

compliance processes.• Develop a gap analysis to identify weaknesses and/or omissions in existing compliance processes• Review of legal and compliance policies, procedures, and training programmes• Conduct interviews with the legal and compliance personnel to obtain background on recent claims and/or investigations.• Review a sample of company transactions in high-risk areas of the company and/or by geographic location. The review may also include

unusual transactions identified through the Information Request or interview process.• Perform a series of analytical tests on the company’s financial data to identify red-flag transactions.• Map the current IT infrastructure and data sets to identify trends which may present a risk.

Stage 3 Report Findings and Implement Solutions• A report is produced containing a summary of the assessment and highlight areas of high risk which may require a more detailed examination.• The body of the report will include specific recommendations on the company processes, policies, and controls to decrease the risk of illegal

activity or increase the ability to detect such conduct quickly.• We will facilitate a discussion with senior management to go through the report, answer questions, and assist you in developing an action plan

moving forward.

Bribery risk assessment tool

Comprehend is an online appraisal tool, developed by Dechert LLP White Collar lawyers together with behavioral psychologists from Cognisco. The tool is specifically designed to help directors and senior legal and compliance officers measure the actual level of understanding of your employees of what constitutes appropriate and inappropriate behaviour in the area of bribery and corruption.

Comprehend not only tests employee knowledge, but more importantly their confidence in the answers provided, thereby removing the risk of false positives.

Training

The Dechert ApproachWe believe that an effective compliance culture starts at the top of an organization. Training senior executive teams, corporate counsel teams, compliance and risk managers, heads of internal audit, and corporate governance officers on how to identify risks within their business lines and take the appropriate actions to mitigate those risks will pay for itself in the long-term.

Our approach to training focuses on interactive workshops that promote discussion. We believe discussion at the top of the organization is an important aspect of the training because not only does it engage those in attendance, but most often the discussions lead to issues inherent in your organization that may not have been addressed in a more standardized, one-direction training session.

A Price Worth Paying

Are You Ready for a Raid?

Our team of white collar lawyers have more than 20 years’ experience defending clients that are subject of a raid. Our expertise and experience means that we can help organizations respond swiftly by adopting a streamlined approach across their businesses in various jurisdictions, centralizing communications and coordinating strategy.

Our team can be at your multiple business sites within hours to ensure that your rights are safeguarded, and investigators do not exceed their powers.

Of course, it is always best to plan ahead, and Dechert’s white collar team can help organizations proactively identify and manage risks to their business. We offer tailored raid-training led by former investigators and prosecutors with real-life experiences of the “do’s” and “don’ts” on dealing with a raid. This will ensure that your entire staff – from reception and security to the legal department, IT department, senior management and board members – knows what to do in the event of a raid.

In addition, Dechert will help you put procedures in plan that minimize additional risks to your business by staff unintentionally obstructing an investigation during a raid on company premises. If you already have dawn raid procedures in place, we can review them and perform role plays to stress test them to properly measure their effectiveness and accuracy.

A Price Worth Paying

A Price Worth Paying is a training film written by one of our lawyers and professional produced and directed.  It shows how important it is for directors and senior officers to monitor risks affecting their companies and for boards and general counsel to react in the right way when a crisis strikes.  The film focuses on the difficult issues of executive compensation, the evaluation of risk around an acquisition in an emerging market, the depth of enquiry required of an audit committee and the adequacy of the response to a serious whistleblower allegation. 

We have developed an interactive workshop around the film focusing on the topics most relevant to the interests of your company. Sessions are tailored for running times between 75 minutes and 3 hours and the typical workshop follows a four-part structure.

Investigating

The Dechert ApproachPrecipitated either by a whistleblower report, an external auditors finding, a dawn raid, or service notices to produce documents, internal and regulatory investigations can consume your business operations and exponentially increase your liability risk. Having an external legal advisor engaged in these situations not only adds additional resources to combat the investigation, but it can provide additional benefits to mitigate your current and future risk if the investigation is structured by an experienced attorney.

Internal Investigation| External Investigation

Internal Investigations

Depending on the facts of what initiated the need for an internal investigation, we can provide both direct and indirect support that will improve the process and outcome of the investigation. At a minimum, you should consider involving external counsel like Dechert to get sign off on the scope of the internal investigation or to oversee the investigation strategy to get legal professional privilege. Why do you want LPP around your internal investigation? Because you may want the contents of the investigation to remain confidential and give you time to decide on disclosure to the regulators.

• Manage investigations in areas such as anti-corruption, commercial corruption, accounting restatements and insider trading, money laundering, asset-tracing and recovery and cartel investigations.

• One of the few law firms with lawyers on the ground in the UK, Europe, US, Middle East, Russia, and China with experience managing investigations.

• Teams fluent in multiple languages.

• Perceptive to local culture and language issues.

• A solid track record handling wide-scale investigations around the globe, including locations such as Brazil, Mexico, Saudi Arabia, Nigeria and India to name a few.

A FULL SUITE OF INVESTIGATION SERVICES

Regulatory Investigations

These investigations can commence with a raid or the service notices to produce documents. The investigative powers exercised in such circumstances are criminal in nature – arrest, interview under caution, search and seizure, compulsion interviews – and there is no automatic right to silence. Our team is available 24/7 to advise senior officers, audit committees and boards of directors on all relevant issues, such as voluntary disclosure, disciplinary and remedial measures and local law. With a detailed knowledge of anti-corruption laws and enforcement agency practices in many countries, we regularly coordinate complex, multi-jurisdictional investigations. We have represented clients in some of the most complex and far-reaching anti-corruption cases around the world

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