Designing an FCPA Compliance Program: Minimizing the Risks of Improper Foreign Payments

Goelzer, Daniel L. | January 1, 1997

Every U.S. company, public or private, that conducts operations out- side of the United States should devote serious consideration to creating and implementing an Foreign Corrupt Practices Act (“FCPA” or “Act”) compli- ance program. In this context, an “FCPA compliance program” means a single, documented, corporate plan designed to reduce the likelihood that the company will engage in violations of the anti-bribery provisions of the FCPA, and to detect such violations and bring them to the attention of sen- ior management, if they occur.’ A well-designed compliance program has obvious importance in educating employees concerning their responsibili- ties in this complex and perilous area and in thereby protecting the com- pany from the potential costs, liabilities, and reputational damage associated with violations of a high-profile, criminally-enforceable federal statute. In addition, a developing body of law suggests that corporate directors have a duty to assure that compliance programs reasonably designed to the risks of the business are in place, rather than merely attempting to deal with mis- conduct after it arises.2 briefly examines some key legal standards against which the effectiveness of such a program is measured. Second, it considers the process by which a compliance program is designed. Third, the three basic components of such a program – a corporate policy, control procedures, and monitoring – are addressed.