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Guidance on Prevention of Foreign Bribery

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July 15, 2016

Japan Federation of Bar Associations



Given that the issue of foreign bribery has become a major risk that may directly lead to damage to corporate value for Japanese companies, the Ministry of Economy, Trade and Industry revised in July 2015 its guidelines on the bribery of foreign public officials (the "METI Guidelines"). In addition, preventing foreign bribery has become an essential component of corporate efforts to fulfil corporate social responsibility (CSR) and responsibility to respect human rights. Moreover, the Small and Medium Enterprise Agency published its Guidebook on Overseas Risk Management for Small and Medium Enterprises (SMEs) in March 2016. The Guidebook also lists bribery as an important risk and recommends SMEs to consult with attorneys.


In light of the abovementioned background and developments, the Japan Federation of Bar Associations has decided to issue “Guidance on Prevention of Foreign Bribery” (the “Guidance”). As a supplement to the METI Guidelines, this Guidance provides practical guidelines and contemporary best practice for Japanese companies and counsel who provide legal advice to them in relation to implementation of anti-bribery measures.


The aim of this Guidance

(1) To clarify the elements of an anti-bribery compliance program necessary to fulfil the duty to implement an internal control system.


(2) To clarify the elements of internal control system that may help the company seek mitigation of or relief from penalties


(3) To clarify a practical approach to foreign bribery issues for companies and lawyers


The nature and use of this Guidance

This Guidance summarizes contemporary best practice in relation to anti-bribery measures.


It is expected that Japanese companies will implement anti-bribery measures in reliance on this Guidance in order for their directors to fulfil their duty to implement an internal control system and develop their business abroad in a sustainable manner without being found to have fallen afoul of regulations in foreign countries and incurring penalties. We believe that putting this Guidance into practice will be useful both to prevent the erosion of corporate value that occurs when the risks associated with bribery eventuate, and to protect local staff from the threat of unreasonable demands for bribes. We suggest that lawyers also use this Guidance to play an active role in giving legal advice in relation to anti-bribery matters.


Recommendation as to declarations of implementation of this Guidance

In an age where it is acknowledged that bribery risks would have a direct impact on corporate value and the prevention of foreign bribery is regarded as a core strand of corporate social responsibility (CSR), there is strong pressure on companies to make active disclosures to investors and other stakeholders regarding the status of their anti-bribery measures. In that regard, this Guidance encourages Japanese companies to make a declaration – both internally and externally – of the fact that they are putting into place anti-bribery measures in accordance with this Guidance.
Such a declaration of compliance with the Guidance will increase transparency for stakeholders and may lead to increased public confidence in the company. We expect that Japanese companies will consider making declarations of compliance with the Guidance proactively.


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