Monday, September 23, 2013
8:00 Registration Begins and Coffee/Tea
9:00 Conference Co-Chairs’ Opening Remarks
Shukla Wassan
Sr. Vice President – Legal & Co. Secretary
Hindustan Coca-Cola (Gurgaon, India)
Anand Dayal
Partner
Koura & Co. (New Delhi, India)
9:15 Contrasting FCPA, UKBA, and India’s Prevention of Corruption Act Requirements: A Holistic Approach to Understanding Complex Anti-Corruption Laws that Impact Doing Business in India
Shukla Wassan
Senior Vice President – Legal & Company Secretary
Hindustan Coca-Cola (Gurgaon, India)
Rupinder Malik
Partner
J. Sagar Associates (Gurgaon, India)
- How to harmonize U.S., U.K. and Indian anti-corruption compliance obligations
- Who is covered by the US FCPA, UKBA, PC-ACT?
- How each law applies to your company’s India operations and its extra-territorial reach
- What are permissible and impermissible payments under each law
- Comparing and contrasting third parties due diligence requirements
- Understanding books and records requirements under the FCPA, and similar requirements under the UKBA and PC-ACT
- What to do in case of a potential violation under each law
- Internal/external investigations
- Communication with government authorities
- Fundamentals of an anti-corruption program compliant with the FCPA, UKBA, and PC-ACT
- Enforcement and execution of Indian anti-bribery rules: how the Central Vigilance Commission and Central Bureau of Investigation enforce anti-corruption laws
- Forms of cooperation amongst local and foreign government agencies
10:15 Coffee /Tea Break
10:30 How to Minimise Third Party Risks: Applying Risk-Based Due Diligence When Vett ing and Selecting Local Agents, Brokers, and Distributors
Anand Dayal
Partner
Koura & Co. (New Delhi, India)
- How to establish appropriate front-end vetting and screening protocols based on the type of relationship and interests represented by the third party
- how to utilize due diligence based on the level of risk and services provided by third party- background/reputation checks
- what to look for before going too far in the diligence process
- How to evaluate background red and green flags – understanding how much government ownership is enough to interest the enforcement agencies
- ownership, qualifications, social and political connections and financial links
- government affiliations
- particularly when foreign consulting agents/engineers or project managers are being used
- familial relationships/friendships
- lack of experience
- requests for payments outside of the territory
- working with local counsel- media/reputational checks
- in person meetings to verify representations/training
- additional heightened scrutiny when government owned
- Knowing how far down the chain to explore – determining which third party employees need to be screened
- determining exactly who will represent your company
- outlining the level of contact required with government officials by representatives and their third parties
- Understanding the local business environment and customs unique to India
- What to do with information uncovered during the vetting process and how to make the decision regarding which parties to use/not use
11:45 Understanding Integrity Requirements Under Government Contracts in India
12:05 Networking Lunch for Speakers and Attendees
13:20 Keynote Address: India’s Online Anti-Corruption Movement and How It’s Inspiring Initiatives Globally
Sridar Iyengar and Swati Ramanathan
Board Members
Janaagraha Center for Citizenship & Democracy
I-Paid-A-Bribe (Bangalore, India)
13:40 Creating a Culture of Ethics and Compliance in India: How to Ensure Employee and Local Management Buy-In and Adherence to Your Anti-Corruption Initiatives
Naveen Samant
Legal Counsel Leader,
India Ingersoll Rand (Bengaluru, India)
- How to obtain a commitment from senior management to anti-corruption compliance in India
- Localising your code of conduct and training curriculum to ensure buy-in from employees in India
- Demonstrating how ethics and anti-corruption compliance can benefit your company’s bottom line
- Ensuring regular communication with employees regarding anti-corruption compliance efforts
- Creating ownership of the program, across departments: How to identify anti-corruption “ambassadors” in your organization and giving them the tools they need to spread the word
- Understanding the training needs of your employees, and matching those needs with the appropriate resources
- Overcoming cultural challenges in rolling out an anti-corruption awareness and training program: balancing cultural norms in India with global policies
- Establishing a feedback loop – getting valuable input directly from employees on how to increase employee engagement
- Employee engagement best practices – what companies are doing well
14:25 What is a Bribe? How to Develop a Policy to Identify and Monitor Facilitation Payments, Speed Money, and Baksheesh
Anand Raman
Partner
Skadden, Arps, Slate, Meagher & Flom LLP (Washington, DC, USA)
- Understanding the rules for facilitation payments under the FCPA and UKBA, and the no-exception rule for facilitating payments under the PC-Act
- What is a “bribe,” and when does speed money become a bribe?
- When might the CBI investigate facilitating payments?
- Extortion, duress and cultural customs – are they defences?
- What are the outer monetary limits of facilitating payments?
- Documenting and monitoring facilitating payments
- Determining whether to implement a “zero cash” policy and ensuring employee adherence
- Monitoring facilitating payments and third parties, such as formalities contractors, customs brokers, and agents
- Satisfying law recordation requirements without increasing your exposure
- Considering cultural nuances unique to India
- How strong is the trend against speed payments?
- How likely is it that speed money will be eliminated when doing business in India?
15:10 Coffee/Tea Break
15:25 Interactive Benchmarking and Best Practices Panel: How to Ensure the Success of Your Anti-Corruption Compliance Program in India
S. Bhaskar
Chief Internal Auditor
Tata Capital Financial Services Limited (Mumbai, India)
President, The Institute of Internal Auditors Ltd- Bombay Chapter
Campbell Clark
General Counsel, Asia
Covidien (Singapore)
Sandip Beri
General Counsel,
South Asia Citibank (New Delhi, India)
- Designing an anti-corruption program that meets your company’s greatest risks in India
- Assessing the risks faced by your company based on business model, business sector and other factors
- Assigning managerial and governance responsibility
- Ensuring comprehensive reporting, clear accountability and full and effective oversight by top decision makers
- How effective trade control compliance can mitigate corruption risk
- Identifying other functions in the company who can – and must – help
- Creating optimum reporting lines within company
16:10 India’s Anti-Bribery Legislative Landscape: Status of Legislation Pending in Rajya Sabha and How It May Impact Your Business
Swati Sharma
Counsel
BAE Systems India (New Delhi, India)
- Deciphering India’s pending anti-corruption legislation including the Jan Lokpal Bill, Whistleblowers Protection Bill, and other legislation
- How the ratification of this legislation will impact domestic bribery laws and their enforcement
- What role will the Central Vigilance Commission play in enforcing the proposed legislation
- Understanding the status of whistleblower protection legislation in India
- Political considerations and the role of parliament in the passage of anti-corruption legislation
16:40 Inside a Bribery Internal Investigation – How to Scope an Effective Action Plan
Richard Dean
Partner
Baker & McKenzie (Washington, DC, USA)
- During this strategic and practical session, expert speakers will take you through a case study of an internal investigation that will explore:
- What the investigative process should look like: Assessing the potential risk and defining the scope appropriately
- How to leverage technology
- Coordinating the investigation between the company, outside counsel, and accounting firms
- Steps to take to ensure that attorney-client privilege is protected
- Refining the review plan once the investigation has begun
- How the paradigm for internal investigations is changing
- timing for completing
- maintaining or waiving privileges
- admonitions to witnesses
- Audit Committee involvement
- recommending remediation and compliance enhancements
- testing whether problem is systemic
- dealing with inconclusive findings
- Deciding whether you’ve investigated “enough”: how to maximize credibility to the enforcement agencies
- What to do when a violation is discovered
17:40 Special Address: How The World Bank is Enforcing its Anti-Corruption Measures and How this Applies to Multinationals Operating in India
Paul Ezzeddin
Senior Policy Officer
The World Bank (Washington, DC, USA)
18:00 Conference Adjourns to Day
Tuesday, September 24, 2013
9:00 Co-Chairs’ Opening Remarks
Shukla Wassan Sr.
Vice President – Legal & Co. Secretary
Hindustan Coca-Cola (Gurgaon, India)
9:05 Conducting an Effective Corruption Risk-Assessment: How to Determine Your Company’s Risk Profile and Design the Right Internal Controls
Gaurav Ajmani
Investigations Manager, Financial Integrity Unit
Microsoft Corporation (India) Pvt. Ltd. (New Delhi, India)
- Identifying risks based on transactional practices, forensic profile of third parties and extent of interaction with government officials
- Assessing management, employee, vendor, and agent knowledge and awareness of anti-corruption rules
- Conducting a customer risk analysis to identify government or government official ownership interests or other nexus
- Developing a “forensic profile” of selected third parties based on the extent of interaction with government officials
- Tracing payments to third parties including sales agents and commercial agents, accumulating electronic data and conducting interviews
- Ensuring proper documentation of contributions, sponsorships, marketing expense, and accounts payable
- Defining high risk transactions and selecting samples of high-risk transactions for further analysis
- Training local staff to detect red flags unique to India
- Reporting findings to compliance officers, audit committees, and legal counsel
- Understanding what your system of internal controls needs to accomplish
- Implementing key controls to prevent improper payments and fraud
- Leveraging your financial accounting system to flag questionable payments
- Ensuring the accuracy and reliability of data acquired through internal inspections
10:15 Responding to Requests for Bribes When Obtaining Government Licenses, Permits and Certifications
Jasmeet Wadehra
General Counsel
India International Paper (Mumbai, India)
- Understanding what licenses, permits, or certifications are legally required in order to identify fabricated requests for approvals
- Identifying key risk areas during the approval process when dealing with various government agencies
- Understanding how to best work with local officials when obtaining regulatory approvals
- What role, if any, should third party agents or “influencers” play in obtaining approvals
- Obtaining invoices and supporting documentation from the licensing agency to prevent lapses that might lead to an FCPA, UKBA, or PC-Act violation
- Conducting a thorough review of how your company obtains licenses, permits and certifications to detect non-compliance
- Training employees on company protocol for securing licenses, permits, or certifications from the government
11:00 Coffee/Tea Break
11:15 Mergers & Acquisitions: How to Conduct Pre-Merger Due Diligence and Minimise Anti-Corruption Risks in India
Dhaval Sheth
Director, Forensic Service
PricewaterhouseCoopers (New York, USA)
- Assessing the target’s business model and how its employees interact with government officials to assess the full scope of risk
- Conducting a thorough review of the target’s sales practices, business model and third parties
- Carefully reviewing compliance-sensitive accounts and evaluating target’s awareness of risk
- What prospective acquirers should look for in a target’s anti-corruption compliance program
- Governing legal framework
- Policies and procedures, training, auditing and internal controls
- Target’s tracking of interaction with government officials, or lack thereof
- Historical risk issues
- What to do if pre-merger due diligence efforts reveal problems
- Pros and cons of disclosure to authorities
- Evaluating public disclosure obligations
- Waiver implications under Indian, US, and UK law if you do not raise target’s potential anti-corruption violations
- Role of outside counsel
- Assessing regulatory risks prior to closing and other transactional issues
- Negotiating representations and warranties regarding compliance with anti-corruption requirements, adequacy of internal controls, and accuracy of accounting records
12:15 KEYNOTE ADDRESS
Nicola Bonucci is the Director for Legal Affairs and the coordinator for accession for the OECD. Mr. Bonucci oversees the drafting and negotiation of all OECD legal instruments. Since 1997, he has been closely involved in the monitoring and follow-up of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (Anti-Bribery Convention)
12:35 Networking Lunch for Speakers and Attendees
13:50 Addressing the Unique Anti-Bribery Challenges of Bidding for Government Contracts and Public Procurement
- How to detect public procurement situations in India that may trigger a request for a bribe or facilitating payment
- Assessing the role of your company’s government relations strategy in the procurement context – to what extent does it increase or lessen the risk of corruption?
- Responding to and addressing competitor allegations of bribery in the context of the bidding process
- Balancing the challenges of utilizing local sponsors with the exposure to potential anti-corruption violations
- What the compliance team can do in the procurement process to lessen risks of corruption in fulfilling the contract
- Overlapping risk for liability under the India public procurement law
- what is black listing and how does the Indian government apply it?
14:35 How to Prevent Sales and Marketing Pitfalls: Knowing When to Walk Away From Local Consultants and Liaisons
- Walking an increasingly narrow line between the aggressive marketing necessary for a successful product launch and avoiding corrupt conduct
- Pitfalls of “liaising services” of sales and marketing consultants interacting with government agencies
- What to look for when screening sales and marketing intermediaries in India and how to evaluate red and green flags
- Conducting a “red flags” analysis:
- How are your products distributed in India?
- What agents do you use, if any?
- What controls do you have over representatives or agents?
- Do you have a sign-off mechanism for anything of value given to government officials?
- Detailing with specificity the manner in which a consultant’s duties will be performed
- Ensuring transparency in the maintenance of records related to third-party promoters and distributors
- Avoiding vague descriptions of payments such as “special rebates,” “special incentives,” and “promotions”
15:20 Coffee/Tea Break
15:35 Special Address from Transparency International
Anupama Jha
Executive Director
Transparency International India (New Delhi, India)
15:55 Minimising Risk Exposure in Joint Ventures and Consortia: Due Diligence, Reps and Warranties
- How Indian content rules affect joint ventures and increase bribery risks
- Identifying special risks for JVs and consortia that other third party relationships may not have
- Managing joint venture and consortia risks when participants are subject to different legal regimes
- What level of due diligence is appropriate or required for JV partners
- What Indian authorities will expect of JVs vs. other third party relationships
- Managing conflicting expectations of stakeholders
- What reps and warranties or other contract language is reasonable to expect of JV partners
- What special issues may arise if the JV includes a government partner
- Resolving disputes among partners should a bribery issue arise
- How the Indian foreign investment thresholds impact joint venture partner considerations
16:40 Case Study: Encouraging Employees to Use Corporate Reporting Mechanisms to Mitigate Whistleblower Risks
- Creating an environment that facilitates open communication: crafting compliance policies that will encourage your employees to come to you first
- Maintaining effective internal reporting systems that offer employees avenues by which to report their compliance concerns
- Setting up multiple channels for employees to report wrongdoing
- Offering employee training on internal reporting procedures
- Alerting employees that reporting of wrongdoing is segregated from human resources determinations
- Assuring employees that their concerns will be taken seriously and adequately investigated
- Screening reports and complaints received from employees to ensure appropriate time and cost allocation
- How to question an employee without exposing the fact that an issue could exist
- Understanding attorney-client privilege considerations unique to India
- Discussing the implications of the pending Whistleblowers Protection Bill
17:05 INTERACTIVE WRAP-UP SESSION: Why Now? Why Are Companies Doing Business in India Jumping on the Anti-Corruption Bandwagon
This interactive wrap-up session will be moderated by the Summit co-chairs. Come prepared to give your opinion and share your thoughts on why companies doing business in India are more focused on anti-corruption issues now more than ever before. This interactive session is meant to be a think-tank for discourse on an important topic making Indian and world news daily.
17:35 Conference Ends
Conference Details