Tuesday, January 26, 2010
9:00 Welcome and Co-Chairs’ Opening Remarks
Brady K. Long
Chief Compliance Officer & Deputy General Counsel
Pride International (Houston, TX)
Margaret M. Ayres
Davis Polk & Wardwell (Washington, DC)
9:15 The Agencies Speak on FCPA Enforcement Priorities and Compliance Expectations for 2010 and Beyond
Eric R. Werner
Branch Chief
U.S. Securities and Exchange Commission
(Fort Worth, TX)
Charles E. Duross
Assistant Chief, Fraud Section, Criminal Division
U.S. Department of Justice (Washington, DC)
- How DOJ and SEC enforcement priorities are changing and why
- SEC’s newest enforcement initiatives, reorganization and creation of FCPA division
- Countries, programs and industries under scrutiny and DOJ’s recent focus on investments in high risk regions of the world
- How companies are expected to allocate their resources - DOJ “risk-based” compliance standards
- How the SEC and DOJ assess the scope and magnitude of violations and decide which cases to pursue
- Weight of FCPA voluntary disclosures in the agency decision-making process
- Factors the agencies consider when determining whether to bring criminal or civil charges
10:15 Coffee Break
10:30 The FCPA Year in Review: What the Latest Cases Reveal About Compliance Standards and Risks
Gregory S. Bruch
Willkie Farr & Gallagher LLP (Washington, DC)
- Impact of recent key 2009 enforcement actions including KBR, Latin Node, ITT, H&P, CCI and NSP
- Heightened focus on due diligence of third parties, joint venture partners and acquisition targets
- Increase in voluntary disclosures and ensuing enforcement actions
- How escalating fines impact negotiations with the government and what recent settlements reveal about penalty level in the US
- Increase in individual prosecutions
- How prosecutions of both big and small companies are changing the enforcement landscape
- Interagency and international coordination – evidence sharing, spontaneous disclosures and parallel investigations
- Rise in collateral civil litigation relating to FCPA enforcement activity
11:15 Promoting FCPA Awareness with Effective Training and Communication for Employees and Third-Parties
Keith Hennessee
Assistant General Counsel
Halliburton Company (Houston, TX)
Scott E. Sullivan
Vice President, Group Counsel - Global Trade & Strategic Transactions
Flowserve Corporation (Irving, TX)
- Developing a curriculum that reflects your industry and company’s risks areas
- How to market the program to third-parties and apply training requirements
- Mechanics and logistics of global training when operating in remote areas
- Balancing in-depth training with basics: conduct-specific training versus focus on laws and regulations
- Creating and conducting effective train-the-trainer sessions
- Annual certifications and other affirmative actions to confirm compliance
- What to consider when deciding if additional or refresher training is needed
- Pros and cons of live training and other methods
- Fostering continued awareness through consistent communications and customized training
12:00 Lunch for Attendees and Speakers
1:15 Screening Third-Parties: Risk-Based Due Diligence for Freight Forwarders, Agents, Intermediaries, Consultants and Joint-Venture Partners
Luis Derrota
Associate General Counsel
Anadarko (Houston, TX)
Brady K. Long
Vice President – Compliance, Deputy General Counsel & Secretary
Pride International (Houston, TX)
Mark D. Wolf
Assistant General Counsel
FMC Technologies (Houston, TX)
- Allocating resources and budgets based on your company’s risk exposure
- Performing a risk inventory of third-parties based on your company’s size, industry and global reach
- How to determine which partners must undergo due diligence and to what degree based on the type of third-party relationship and interests represented by intermediary
- Using effective information-gathering and factual verification techniques
- Identifying red (and green) flags when vetting third parties
- Defining policies around screening and documenting potential business partners
2:15 The Core Elements of an Effective FCPA Compliance Program, and How to Tailor it to Your Company’s Risk Areas
Celine Gerson
Chief Compliance Officer
Natco Group (Houston,TX)
Joseph A. Vicario, Jr.
Senior Counsel – International Trade Regulation
Texas Instruments (Dallas, TX)
Richard J. Battaglia
Senior Attorney – Compliance
BP (Chicago, IL)
- Identifying greatest risk areas based on industry sector and geographic scope to effectively allocate compliance resources
- Assessing risks posed by subsidiaries, partners and/or agents operating in high-risks markets
- How to determine “ownership” of the program and assign managerial responsibility
- Involving representatives from legal, audit, and finance departments in day-to-day operations of the compliance program
- How to ensure effective reporting, oversight by senior management and accountability
3:30 Refreshment Break
3:45 Weighing the Pros and Cons of Voluntary Disclosures in the Current Enforcement Environment
Patrick M. Norton
Steptoe & Johnson LLP (Washington, DC)
Andrew M. Baker
Baker Botts LLP (Dallas, TX)
- To what extent do voluntary disclosures mitigate penalties, reduce negative publicity and prevent enforcement actions
- Business and legal factors to consider in deciding whether or not to voluntarily disclose an FCPA violation
- Controlling manner and timing of disclosure
- SEC and DOJ approaches to voluntary disclosures
- Lessons learned from recent voluntary disclosure decisions
4:30 Gifts, Hospitality and Facilitating Payments: What You Can and Can’t Do
Brady K. Long
Vice President – Compliance
Deputy General Counsel & Secretary
Pride International (Houston, TX)
James T. Parkinson
Mayer Brown LLP (Washington, DC)
- How to define “reasonable and customary” and who decides
- Contractually-mandated hospitality: how to handle it and what is reasonable
- Pure hospitality (“relationship building”): when is it considered promotion, demonstration, or explanation of products and services
- Spouses and children: when is hospitality permitted?
- Overcoming cultural sensitivity challenges, particularly in high risk regions
- Gifts and meals: what is reasonable and customary
- Implementing effective business travel guidelines
- When does a “grease payment” become a bribe?
- Monitoring facilitating payments and third-parties
- Extortion, duress and customs – are they defenses?
5:30 Boot Camp Adjourns for the Day
Wednesday, January 27, 2010
9:00 Co-Chairs’ Opening Remarks
9:05 Minimizing FCPA Risks in Mergers and Acquisitions
Keith Hennessee
Assistant General Counsel
Halliburton Company (Houston, TX)
Manny Alas
Partner, Forensic Services
PricewaterhouseCoopers LLP (New York, NY)
Andrew M. Baker
Baker Botts LLP (Dallas, TX)
- Evaluating the risk of undisclosed FCPA violations
- Assessing the effectiveness of the target’s FCPA compliance controls
- Managing diligence issues involving third party agents and JV partners of target company
- Confidentiality agreements
- Definitive document FCPA provisions
- What to do if pre-signing or closing due diligence efforts reveal potential FCPA issues
- Evaluating whether and how to proceed if a potential seller will not cooperate with FCPA diligence
- Dealing with FCPA risks in bid auctions or other situations not permitting full FCPA due diligence
- Leveling the playing field when bidding against others in low-enforcement jurisdictions
- Minimizing or avoiding a seller’s pre-closing FCPA liabilities
- Minimizing FCPA risks in the target after closing
10:00 Globalization of Anti-Corruption Enforcement: What You Need to Know About Foreign Bribery Cases
Saul M. Pilchen
Skadden, Arps, Slate, Meagher & Flom LLP
(Washington, DC)
- How international cooperation and prosecutions are changing the anti-corruption enforcement landscape
- State of corruption investigations and enforcement in Europe, with a focus on developments in the UK
- Jurisdictions and industries under increased scrutiny and where investigations are on the rise
- Recent parallel enforcement actions and investigations
10:30 Coffee Break
10:45 Creating an FCPA Compliance Culture and Local Ownership in Foreign Operations
Jay G. Martin
Vice President, Chief Compliance Officer and Senior Deputy General Counsel
Baker Hughes (Houston, TX)
- Achieving universal compliance through global participation in Code of Business Conduct creation
- Creating local relevance and delivering locally meaningful compliance messages
- Setting the tone at the top and establishing local leadership and communication structures
- The role of senior management in setting a global compliance tone and working with local management to circulate ethics-related messages
- Balancing local diversity with global policies
- Evaluating the compliance of subsidiaries, branches and offices
- Developing appropriate oversight and establishing internal controls to prevent, detect and respond to local anti-bribery issues
- Adapting training and compliance programs to local conditions
- Impact of local laws
- Importance of language
- Cultural considerations
11:15 Conducting Cost-Effective Internal Investigations
Scott E. Sullivan
Vice President, Group Counsel -
Global Trade & Strategic Transactions
Flowserve Corporation (Irving, TX)
Celine Gerson
Chief Compliance Officer
Natco Group (Houston,TX)
Saul M. Pilchen
Skadden, Arps, Slate, Meagher & Flom LLP
(Washington, DC)
Alberto Orozco
Partner, Forensic Services
PricewaterhouseCoopers LLP (Houston, TX)
- How to determine when an internal investigation is necessary
- Defining the scope of investigation
- By whom should the investigation be conducted?
- Coordinating the investigation between the company, outside counsel and accounting firms
- Factors in maximizing credibility to the government
- Data protection and privacy law concerns
- Deciding when the investigation has been exhausted – how much is enough in trying to learn the facts
12:30 Lunch for Attendees and Speakers
1:45 Testing Your Compliance Program to Identify Weak Spots
James T. Parkinson
Mayer Brown LLP (Washington, DC)
- Deciding when to conduct a compliance review and who to involve
- Scope of an FCPA compliance review and areas of focus
- Performing anti-corruption compliance reviews
- How to assess results
- Privilege protection and other related considerations
- Developing protocols for refining the review plan
- Sharing the findings and using information effectively
2:30 Controlling the Money with Effective Books and Records
Gregory S. Bruch
Willkie Farr & Gallagher LLP (Washington, DC)
- FCPA records retention rules, fraud and financial disclosure controls
- What your system of books and records and fraud risk internal controls need to accomplish
- Document retention policies that work and those that do not
- Communicating and enforcing your document retention policy
- Having notice of, or reasonably anticipating, a potential problem or investigation
- Identifying and analyzing relevant electronic communications
- Leveraging your financial accounting system to identify questionable transactions
- Controlling the cost associated with document preservation
3:15 Refreshment Break
3:30 How to Facilitate the Reporting of Violations, Handle Complaints and Apply Discipline
Richard J. Battaglia
Senior Attorney – Compliance
BP (Chicago, IL)
Margaret M. Ayres
Davis Polk & Wardwell (Washington, DC)
- Creating whistleblower and reporting mechanisms and administering “hotlines” for reporting of illegal conduct
- How to encourage employees and third parties with knowledge of suspect behavior to report FCPA violations
- How to create awareness of reporting mechanisms in remote regions
- Next steps when a violation is discovered based on scope of the report
- Weighing the severity of possible violations and detecting false alarms
- Disciplinary procedures for suspected violations and failure to detect
- Promoting compliance with incentives
4:15 Creative Responses to Corruption: Dealing with Requests for Bribes in High-Risk Markets
Brady K. Long
Chief Compliance Officer & Deputy General Counsel
Pride International (Houston, TX)
Luis Derrota
Associate General Counsel
Anadarko (Houston, TX)
Jay G. Martin
Vice President, Chief Compliance Officer and Senior Deputy General Counsel
Baker Hughes (Houston, TX)
Saul M. Pilchen
Skadden, Arps, Slate, Meagher & Flom LLP
(Washington, DC)
Margaret M. Ayres – Panel Moderator
Davis Polk & Wardwell (Washington, DC)
This interactive panel of experts, experienced in structuring transactions, implementing compliance procedures and developing appropriate oversight mechanisms to minimize the risk of corrupt payments, will discuss how business can be done without violating anti-corruption legislation. Ask your most pressing questions and get the answers you need from senior in-house compliance executives, outside counsel and consultants.
5:00 Boot Camp Ends
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