UK Bribery Act

The UK Bribery Act 2010 prohibits active and passive bribery in both the public and private sectors, introduces a strict-liability corporate offence for failing to prevent bribery by associated persons, and applies to any organisation that carries on business in the United Kingdom, regardless of where in the world the bribery occurs.

What is the UK Bribery Act?

The UK Bribery Act creates four offences: bribing another person, being bribed, bribing a foreign public official, and, most importantly for companies, the corporate offence of failing to prevent bribery by an associated person. The associated-person category is broad and includes employees, agents, subsidiaries, joint venture partners, and any other person who performs services for or on behalf of the company.

Unlike the fcpa, the UK Bribery Act has no facilitation-payment exemption and covers commercial bribery between private parties as well as bribery of government officials. The extraterritorial reach applies to any company incorporated in the UK, any company that carries on business in the UK, and their associated persons anywhere in the world. The only defence to the corporate offence is demonstrating that the organisation had adequate procedures in place to prevent bribery, which in practice means a documented integrity-compliance-programme proportionate to the company's risk profile.

Why the UK Bribery Act matters for bidders

For any company with UK legal presence, UK-registered entities in a group, or significant UK business activity, the Act creates direct exposure for the conduct of agents and partners in every country where the company works. The practical requirement is an anti-bribery compliance programme that covers risk assessment, proportionate controls, top-level commitment, due diligence on associated persons, communication and training, and regular review. These six principles, set out in the UK Ministry of Justice guidance, have become the benchmark against which prosecutors assess whether a company's procedures were adequate. Companies bidding on MDB-financed projects that already meet the MDB integrity expectations will often find they cover most of the UK Bribery Act requirements as a byproduct.

FAQ

Does the UK Bribery Act apply to a non-UK company that has a UK subsidiary?

The corporate offence applies where the parent carries on business in the UK. Having a UK subsidiary that actively conducts business is generally sufficient to establish that nexus, bringing the parent's global associated persons within scope.

What is an "associated person" under the UK Bribery Act?

Any person who performs services for or on behalf of the company, including employees, agents, distributors, joint venture partners, and subcontractors. The label follows the function, not the formal relationship.

How does the "adequate procedures" defence work in practice?

A company prosecuted for the corporate failing-to-prevent offence can avoid conviction if it proves that it had adequate bribery prevention procedures in place at the time of the offence. Prosecutors assess proportionality: a company operating in high-risk markets with large agent networks is expected to have more robust procedures than a company selling domestically.