JPMorgan BetaBuilders U.S. Mid Cap Equity ETF · CBOE:BBMC
JPMorgan BetaBuilders U.S. Mid Cap Equity ETF — J.P. Morgan Webinar: UK Bribery Act - Effect on companies carrying on business in the UK (January 2011)
25 slides from JPMorgan BetaBuilders U.S. Mid Cap Equity ETF's conference presentation, Jan 27, 2011
Slide 1: UK Bribery Act – Effect on companies carrying on business in the UK
UK Bribery Act – Effect on companies carrying on business in the UK January 27, 2011 STRICTL Y PRIVATE A ND CONFIDENTIAL
Slide 2: The Bribery Act 2010: Effect on companies carrying on business in the UK
The Bribery Act 2010: UK Bribery Act – Effect on companies carrying on business in the UK Matthew Cowie +44 20 7519 7139 matthew.cowie@skadden.com Skadden, Arps, Slate, Meagher & Flom LLP www.skadden.com/fcpa 27 January 2011 Bribery Act 2010 2 Skadden, Arps, Slate, Meagher & Flom LLP
Slide 3: Questions about the Bribery Act 2010
Questions about the Bribery Act 2010 • When in force? • What offences are created? • Where can the offences be committed? • What are the consequences of being found guilty? • What’s the difference between the UK and the US position? Bribery Act 2010 3 Skadden, Arps, Slate, Meagher & Flom LLP
Slide 4: When? Bribery Act 2010
When?: Bribery Act 2010 • On April, 8, 2010, the U.K. Parliament passed significant and long- pending legislation consolidating and reforming Britain's laws on bribery - The Bribery Act. • Expected to come into full force April 2011 but subject to “star chamber” review? • Publication of adequate pro
Slide 5: What? Bribery Act 2010
What?: Bribery Act 2010 • The Bribery Act prohibits: – Giving a bribe, whether it is given to a private person or a public official. – Requesting, agreeing to receive or accepting a bribe whether as a private individual performing a “relevant function” or as a public official. – Bribery of a foreign
Slide 6: Bribery of “Another Person”
Bribery of “Another Person” • Offer, promise or give a financial or other advantage to another person with: • intent induce a person to perform improperly a relevant function or activity; or • intent to reward a person for the improper performance of such a function or activity; or • knowledge of be
Slide 7: Receiving a bribe
Receiving a bribe • Requesting, agreeing to receive or accepting a financial or other advantage: • Intending that a relevant function or activity should be performed improperly • As a reward for the improper performance of a relevant function or activity • Where this act itself constitutes the impro
Slide 8: Bribery of a “Government Official”
Bribery of a “Government Official” • Intention to influence a public official in their capacity as a public official with the intention of obtaining/retaining a business advantage. • The Bribery Act defines foreign public official to include: – Any non-U.K. elected or appointed official or employee
Slide 9: Where? Jurisdictional Reach of the Principal Offences
Where?: Jurisdictional Reach of the Principal Offences • Bribery of another person or of foreign public official is criminalized if “any act or omission” takes place in the U.K. • Channel Islands not U.K. • Where the conduct occurs entirely outside of the U.K. an offence of bribery of another person
Slide 10: Failure to Prevent Bribery by a Commercial Organisation
Failure to Prevent Bribery by a Commercial Organisation • The Act imposes liability for bribery by an "associated person" that benefits an entity's business. – "Associated person" is broadly defined to include a person who performs services for or on behalf of an entity including employees, agents o
Slide 11: Where? Jurisdictional Reach of the Failure to prevent Bribery offence
Where?: Jurisdictional Reach of the Failure to prevent Bribery offence • Applies to companies or partnerships that "carries on business or any part of its business" in the U.K. • Not further defined in the Act. • No express provision which states that a mere listing alone will be sufficient to impli
Slide 12: So What? Bribery Act Penalties
So What?: Bribery Act Penalties • Increased to 10 years imprisonment for individuals and an unlimited fine. • Unlimited fines may be imposed on corporations. • Judicial commentary in the Innospec Ltd case indicates: – Corporate corruption is the most serious economic crime. – Penalties in the U.K. s
Slide 13: So What? Bribery Enforcement Trends
So What?: Bribery Enforcement Trends Foreign/Outbound Bribery Enforcement by Countries Other Than The United States, 1997- June 2010* United Kingdom 17.6% (22) Denmark 12.0% (15) Germany 9.6% (12) Italy 8.8% (11) Japan 8.0% (10) Sweden 5.6% (7) Norway 5.6% (7) Netherlands 5.6% (7) France 4.8% (6) Fi
Slide 14: What’s the difference? UK Bribery Act – FCPA Comparison
What’s the difference? UK Bribery Act – FCPA Comparison • Private and public bribery • Jurisdictional differences/overlaps • Corporate offence “failing to prevent bribery” • Supply/Demand: Recipient offence • No internal controls/books & records alternative • No facilitation payment exception • No g
Slide 15: Matthew Cowie contact details
Matthew Cowie +44 20 7519 7139 matthew.cowie@skadden.com Skadden, Arps, Slate, Meagher & Flom LLP www.skadden.com/fcpa Bribery Act 2010 15 Skadden, Arps, Slate, Meagher & Flom LLP 15
Slide 16: Effect on companies carrying on business in the UK
Bribery Act 2010 Effect on companies carrying on business in the UK Peter Drake and Peter Maher 27 January 2011 © 2011 Deloitte LLP. Private and confidential
Slide 17: Ministry of Justice Adequate Procedures Guidance
Ministry of Justice Adequate Procedures Guidance Intended to be indicative, illustrative, not prescriptive • Six key components comprising: 1. Risk Assessment; − Regular and comprehensive assessment of the nature and extent of the organisation’s risks relating to bribery (more detail on later slide)
Slide 18: Ministry of Justice Adequate Procedures Guidance (continued)
Ministry of Justice Adequate Procedures Guidance • Six key components (continued): 4. Clear, practical and accessible policies and procedures; − Policy and Procedure Documentation − a clear prohibition of all forms of bribery − guidance on making, directly or indirectly, political and charitable con
Slide 19: Ministry of Justice Adequate Procedures Guidance: Risk Assessment
Ministry of Justice Adequate Procedures Guidance • Risk Assessment − Internal Factors − Examples of factors include: deficiencies in employee knowledge of the organisation’s business profile and understanding of associated bribery risks, deficiencies in employee training or skills sets, the organisa
Slide 20: The Deloitte View: Establishing an effective framework
The Deloitte View: Establishing an effective framework Assess Establish senior Perform Enhance Define entity and Monitor and accountable risk processes framework process review executive assessment and controls controls • Assess overall approach to • Training • Risk Identification mitigating corrupt
Slide 21: The Deloitte View: Key elements of anti-bribery control framework
The Deloitte View: Key elements of anti-bribery control framework Culture, environment and tone from the top Reporting, communication and stakeholder management Organisation structure and delegation of authorities Targeted risk measures Finance and accounting measures • Gifts and entertainment • Con
Slide 22: This document is confidential and prepared solely for your information
This document is confidential and prepared solely for your Deloitte LLP is a limited liability partnership registered in information. Therefore you should not, without our prior written England and Wales with registered number OC303675 and its consent, refer to or use our name or this document for a
Slide 23: Contacts
Contacts Alex Hickson EMEA Regional Head of Depositary Receipts, J.P. Morgan T: +44 (0)20 7777 2805 Email: alex.h.hickson@jpmorgan.com Daniela Utane Russia, CIS & CEE Client Coverage, Depositary Receipts, J.P. Morgan T: +44 (0)207 777 2020 Email: daniela.utane@jpmorgan.com Peter Drake Assistant Dire
Slide 24: Q&A
Q&A To submit a question at this time, please type in your question in the Q&A box and click Submit. 24
Slide 25: Disclaimer
Disclaimer This presentation was prepared exclusively for the benefit and internal use of J.P. Morgan clients to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) and does not carry any right of publication or disclosure, in whole or in part, to any ot