TRW & Co · Investigations and financial crime
Bribery Act 2010: Adequate Procedures for Businesses
Bribery Act adequate procedures are the only defence a company has if someone acting for it pays a bribe. Under section 7 of the Bribery Act 2010, a commercial organisation is guilty when an associated person bribes to win business for it, whether or not managers knew. This guide explains the six principles, third-party due diligence, hospitality and facilitation payments.
Key pointMost section 7 exposure comes through intermediaries rather than employees, so the strongest evidence of adequate procedures is a documented, risk-based due diligence file for each higher-risk agent, approved by someone independent of the deal team.
At a glance
Section 7 offence
A commercial organisation is guilty if an associated person bribes another to obtain or retain business or an advantage for it, wherever in the world the bribe occurs.
The only defence
The organisation must prove it had adequate procedures designed to prevent associated persons from bribing; the court decides adequacy on the facts.
Six principles
Ministry of Justice guidance: proportionate procedures, top-level commitment, risk assessment, due diligence, communication including training, and monitoring and review.
Facilitation payments
Unlike US law, the Bribery Act gives no exemption for small payments to speed up routine government action; they can trigger section 6 or section 1.
Penalties
Individuals face up to 10 years' imprisonment for sections 1, 2 and 6; organisations convicted under section 7 face a fine on indictment.
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The short answer: what Bribery Act adequate procedures are
Bribery Act adequate procedures are the policies, controls and governance an organisation puts in place to stop people who act for it from paying bribes. They matter because section 7 of the Bribery Act 2010 makes a commercial organisation guilty of a criminal offence if a person associated with it bribes another person to win or keep business, or a business advantage, for the organisation. The organisation's only defence is to prove it had adequate procedures designed to prevent that conduct.
Section 7 is a strict liability offence in the sense that no senior manager needs to know about the bribe. A distributor in one market or a sales agent in another can expose the whole company. That is why boards treat anti-bribery compliance as a standing programme rather than a policy document.
The Ministry of Justice's statutory guidance sets out six principles for designing those procedures. As of October 2026 that guidance remains the main reference point, now read alongside the Serious Fraud Office's guidance on evaluating compliance programmes and the newer failure to prevent fraud regime.
The legal framework: four offences and the section 7 defence
The Bribery Act 2010 creates four main offences:
- Section 1: offering, promising or giving a bribe.
- Section 2: requesting, agreeing to receive or accepting a bribe.
- Section 6: bribing a foreign public official to obtain or retain business or an advantage.
- Section 7: failure by a commercial organisation to prevent bribery by an associated person.
Under section 7, a "relevant commercial organisation" includes a UK-incorporated body or partnership carrying on business anywhere, and any other body or partnership, wherever formed, that carries on a business or part of a business in the UK. The bribe itself can be paid anywhere in the world. A person is "associated" if they perform services for or on behalf of the organisation, which can include employees, agents, subsidiaries, joint venture partners and some contractors, judged on the substance of the relationship.
Section 9 required the Secretary of State to publish guidance on procedures. The Ministry of Justice Bribery Act 2010 guidance does that, together with a quick start guide. It is not binding, and the court decides adequacy on the facts, but prosecutors and courts treat it as the benchmark.
Penalties
Under section 11, an individual convicted on indictment of a section 1, 2 or 6 offence faces up to 10 years' imprisonment, a fine, or both. An organisation convicted of the section 7 offence is liable to a fine on indictment. Beyond the fine, a conviction can lead to exclusion from public contracts, confiscation, director disqualification proceedings and serious reputational harm. Prosecutors can offer a deferred prosecution agreement in suitable cases.
The six principles behind adequate procedures
The Ministry of Justice guidance is built on six principles. They are outcome-focused, so a small exporter and a multinational will meet them in very different ways. The table summarises what each principle means in practice.
| Principle | Core expectation | Typical evidence |
|---|---|---|
| 1. Proportionate procedures | Procedures proportionate to the bribery risks faced and to the nature, scale and complexity of the business | Policy suite scaled to risk, clear and accessible, actually enforced |
| 2. Top-level commitment | Board and senior management foster a culture in which bribery is never acceptable | Board statements, oversight minutes, senior involvement in key decisions |
| 3. Risk assessment | Periodic, informed and documented assessment of external and internal bribery risks | Country, sector, transaction, opportunity and partnership risk mapping |
| 4. Due diligence | Proportionate, risk-based checks on people who perform services for the business | Third-party questionnaires, screening, background checks, contract clauses |
| 5. Communication (including training) | Policies embedded and understood throughout the organisation | Targeted training, speak-up channels, external communication to partners |
| 6. Monitoring and review | Procedures monitored and improved over time | Audits, financial controls testing, investigation outcomes, periodic reviews |
The SFO's guidance on evaluating a corporate compliance programme confirms that it assesses compliance programmes when deciding whether to prosecute, whether to offer a DPA, whether an "adequate procedures" defence is available and at sentencing. It focuses on whether the programme is effective and proactive in reality, not just whether documents exist.
Documenting your Bribery Act adequate procedures
Because the burden of proof sits with the organisation, the quality of the record often decides whether the defence succeeds. Strong Bribery Act adequate procedures leave a trail: a dated risk assessment and the decisions that flowed from it, due diligence files for each higher-risk third party, approval records, training completion data, hospitality registers, audit results and the outcome of every investigation.
Keep those records for a sensible period after a relationship ends, since bribery allegations often surface years later through whistleblowers, disputes with former agents or overseas investigations. Make sure the records can be retrieved by entity, market and third party. A programme that exists only in the memory of one compliance officer is very hard to prove in court.
Proportionality cuts both ways. A small business with a handful of UK customers does not need a multinational's infrastructure, but it still needs to show that it thought about its risks and responded to them. Regulators and prosecutors are generally more sceptical of a large organisation with sophisticated systems in some areas and none in its highest-risk markets.
Third-party due diligence: where most cases start
Most corporate bribery cases involve intermediaries: agents, consultants, distributors, customs brokers or local partners who interact with officials or customers. Because section 7 turns on "associated persons", third-party risk is where Bribery Act adequate procedures are most often tested.
A risk-based due diligence process usually works in tiers. Low-risk suppliers might receive automated screening and standard contract terms. Higher-risk intermediaries, especially those who deal with public officials or are paid by success fee, should receive enhanced checks.
- Define the business case. Record why the intermediary is needed, what services they will perform and how their fee was set.
- Risk-rate the relationship. Consider country, sector, interaction with public officials, fee structure and who recommended the intermediary.
- Collect and verify information. Ownership, beneficial owners, links to officials, references, qualifications and adverse media.
- Resolve red flags. Unusual payment routes, requests for cash, vague services, family links to decision-makers or refusal to give anti-bribery assurances need a documented resolution or a decision not to proceed.
- Contract for compliance. Include anti-bribery warranties, audit rights, invoice detail requirements and termination rights.
- Approve at the right level. Higher-risk appointments should need sign-off from compliance or a senior manager independent of the deal team.
- Monitor and refresh. Review invoices against services, repeat checks periodically and on any change of control.
Due diligence also matters in M&A. An acquirer that buys a business with a history of bribery inherits the risk going forward, and successor liability questions can follow. Our guide to the legal due diligence checklist covers anti-corruption review in transactions.
Hospitality, gifts and facilitation payments
Hospitality and promotional expenditure
The Ministry of Justice guidance states that bona fide hospitality and promotional or other business expenditure is an established part of doing business, and that the Act is not intended to prohibit reasonable and proportionate expenditure. It also warns that hospitality can be used as a bribe. The question is whether it is intended to influence someone improperly or, for a foreign public official, to influence them in their official role to secure business.
Good practice is to set value thresholds and approval routes, keep a register, avoid hospitality during live tenders or regulatory decisions, never pay for officials' family members or side trips, and pay suppliers directly rather than reimbursing officials.
Facilitation payments
Small payments to speed up routine government action, such as clearing goods through customs or issuing a permit, are bribes under English law. The guidance notes that, unlike US law, the Bribery Act provides no exemption for facilitation payments. They can trigger the section 6 offence or the section 1 offence, and therefore section 7 liability.
The guidance also recognises that individuals may face demands where they have no alternative but to pay to protect against loss of life, limb or liberty; the common law defence of duress is very likely to be available in those circumstances. A policy should explain what staff should do if threatened, require immediate reporting and record any such payment accurately.
Facilitation payment risk usually sits with logistics, customs and licensing intermediaries rather than your own staff. Ask freight forwarders and customs brokers how they handle "expediting" requests, check their invoices for unexplained fees and make the prohibition an express contract term.
Illustrative scenario: an agent in a new market
This scenario is illustrative only and does not describe any real client or case.
A UK engineering company bids for an infrastructure contract overseas and appoints a local agent on a success fee. The agent has a relative in the procuring ministry, which no one checked. After the contract is awarded, the agent asks for part of the fee to be paid to an account in a third country.
If the agent used part of the fee to influence the award, the company faces section 7 exposure even though no UK employee paid anyone. Its defence depends on what it did before appointment: was the market risk-assessed, was the agent screened for links to officials, did the contract require anti-bribery compliance and invoice detail, and did someone independent approve an unusual payment route? With those steps documented and the red flag escalated, the company is in a strong position. Without them, adequate procedures will be hard to prove.
Risks and common mistakes
Treating the policy as the programme
A well-drafted anti-bribery policy is necessary but nowhere near sufficient. Courts and prosecutors look at whether procedures operated in practice: whether high-risk third parties were actually screened, whether training reached the people who needed it, whether red flags were escalated and whether the board received meaningful reports. A policy that nobody followed is evidence against the organisation, not for it. Keep records showing the programme working day to day.
Running a risk assessment once and never updating it
Risk assessment must be periodic and informed. Entering a new country, launching a public sector business line, acquiring a company or changing the sales model all change the bribery risk profile. If the risk assessment predates those changes, procedures built on it may not be adequate. Set a review cycle and add trigger events that require a fresh assessment, and record the outcome.
Overlooking joint ventures and subsidiaries
A joint venture entity or a subsidiary may be an associated person if it performs services for the parent. Whether it does depends on the facts, including control, how the venture operates and who benefits. Parents should require equivalent anti-bribery standards in joint venture agreements, seek board or audit rights where possible and make sure group policies actually apply to subsidiaries in higher-risk markets.
Ignoring the wider corporate liability landscape
Section 7 is no longer the only route to corporate liability for bribery. Senior manager attribution rules introduced by the Economic Crime and Corporate Transparency Act 2023 for economic crimes, and extended to all offences by the Crime and Policing Act 2026 from 29 June 2026, mean a company can be directly liable where a senior manager commits an offence within the scope of their authority. There is no adequate procedures defence on that route, so controls over senior decision-makers matter as much as controls over third parties.
Separating bribery and fraud compliance
Since 1 September 2025, large organisations also face the failure to prevent fraud offence, with a reasonable procedures defence built on very similar principles. Running two disconnected programmes wastes effort and leaves gaps. Integrate governance, risk assessment, due diligence and training while keeping the distinct risks in view. See our guide to failure to prevent fraud.
Cross-border angle: high-risk markets and the UK–Bangladesh corridor
Because section 7 reaches any organisation carrying on business in the UK, overseas groups with UK operations need procedures that work across their whole footprint. The guidance indicates that a demonstrable business presence in the UK is needed, so a mere listing in London or the existence of a UK subsidiary will not, by itself, bring a foreign parent within section 7.
For businesses trading between the UK and South Asia, the Gulf or China, typical pressure points are customs clearance, licensing, land and utility connections, public tenders and supply chain inspections. Local anti-corruption laws apply too and may impose different standards on gifts and agents. TRW & Co's offices in Dhaka, Chattogram, Dubai, Singapore and China allow us to combine UK-law programme design with on-the-ground knowledge; see our Bangladesh supply chain work.
Checklist: testing your Bribery Act adequate procedures
- Has the board minuted its commitment and received a compliance report in the last year?
- Is there a current, documented bribery risk assessment covering every market and business line?
- Are high-risk intermediaries subject to enhanced due diligence with independent approval?
- Do contracts with agents, distributors and joint venture partners include anti-bribery terms and audit rights?
- Are hospitality and gifts recorded against clear thresholds, with extra care for public officials?
- Does the policy prohibit facilitation payments and explain what to do under threat?
- Has targeted training reached sales, procurement, logistics and senior management?
- Are speak-up reports investigated promptly, and is there a plan for internal investigations that protects privilege?
Our anti-bribery and corruption and corporate investigations teams can review your Bribery Act adequate procedures against the guidance and your real risk profile. Contact our London office at Holborn Gate, 330 High Holborn, London WC1V 7QH, or email info@trw.co. Where advocacy in the higher courts is required, we instruct specialist counsel.
Frequently asked questions
01What does adequate procedures mean under the Bribery Act?
It means procedures designed to prevent people associated with the organisation from committing bribery. There is no fixed checklist. The Ministry of Justice guidance sets six principles: proportionate procedures, top-level commitment, risk assessment, due diligence, communication including training, and monitoring and review. What counts as adequate depends on the organisation's size, sector, markets and use of intermediaries. The organisation must prove the defence on the balance of probabilities, so contemporaneous records showing the procedures operated in practice are essential.
02Who is an associated person under section 7?
An associated person is someone who performs services for or on behalf of the organisation. That can include employees, agents, subsidiaries, consultants, distributors and joint venture partners, depending on the facts. The capacity in which they act is less important than what they actually do. Employees are presumed to perform services for their employer. Suppliers who simply sell goods are usually not associated persons, but an intermediary who deals with customers or officials on the organisation's behalf may well be.
03Are corporate gifts and hospitality illegal under the Bribery Act?
No. The Ministry of Justice guidance says reasonable and proportionate hospitality and promotional expenditure is a legitimate part of business and the Act is not intended to criminalise it. Hospitality becomes a problem when it is intended to influence someone improperly, or, for a foreign public official, to influence them in their official role to secure business. Clear value thresholds, approval routes, a register and extra care around public officials and live tenders help show that hospitality is legitimate.
04Are facilitation payments allowed in the UK?
No. Small payments to speed up routine government action are bribes under the Bribery Act 2010, which, unlike US foreign bribery law, contains no exemption for them. They can amount to the section 6 offence of bribing a foreign public official or the general section 1 offence, and can therefore expose the organisation under section 7. Where someone pays because they face a threat to life, limb or liberty, the common law defence of duress is very likely to be available.
05Does the Bribery Act apply to foreign companies?
Section 7 applies to any body or partnership that carries on a business, or part of a business, in the UK, wherever it is incorporated. The bribe can take place anywhere. The government's guidance indicates that a demonstrable business presence in the UK is required, and that a London listing or a UK subsidiary will not, on its own, mean a foreign parent carries on business here. Individuals with a close connection to the UK can also be prosecuted for bribery committed abroad.
06How does the Bribery Act relate to the failure to prevent fraud offence?
They are separate offences with similar structures. Section 7 of the Bribery Act covers bribery by associated persons; the failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 covers specified frauds by associated persons and applies only to large organisations. Each has its own defence and guidance, built on six similar principles. Many organisations integrate both into one compliance framework while keeping separate risk assessments for bribery and fraud.
Sources and official materials
- Bribery Act 2010 — The bribery offences, section 7 and penalties
- Bribery Act 2010, section 7 — Failure of commercial organisations to prevent bribery
- Ministry of Justice: Bribery Act 2010 guidance — Statutory guidance and the six principles
- SFO Guidance on Evaluating a Corporate Compliance Programme — How prosecutors assess adequate procedures
- Crime and Policing Act 2026 — Senior manager attribution for all offences
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.