|Underlying Misconduct:||Foreign Corrupt Practices Act|
|Matter Type:||DOJ Criminal|
|Relevant Jurisdiction(s):||US District Court for the Southern District of Florida|
|Reporting Agencies:||Department of Justice|
|Resolution Form:||Deferred Prosecution Agreement|
|Agreement Date:||October 24, 2016|
|Monitor Reference Term:||Independent Compliance Monitor|
|Monitorship Term:||3 Years|
|Monitor Selection Process:||
Host Organization to propose candidates, from which DOJ selects. Follows current DOJ Policy.
|Time to Propose Monitors:||Promptly|
|Time to Engage Monitor:||Promptly|
|Time to First Report:||8 mos|
|Monitor Required Qualifications:||
Demonstrated expertise with respect to the FCPA and other applicable anti-corruption laws, including experience counseling on FCPA issues; experience designing and/or reviewing corporate compliance policies, procedures and internal controls, including FCPA and anti-corruption policies, procedures, and internal controls; ability to access and deploy resources as necessary to discharge Monitor's duties as per Agreement and; sufficient independence from Host Organization to ensure effective and impartial performance of the Monitor's duties under the Agreement.
|Summary of Monitor's Scope:||
Assess and monitor the Host Organization's compliance with the terms of the Agreement, including the Corporate Compliance Program (Attachment C to Agreement). Monitor will evaluate the effectiveness of the internal accounting controls, record-keeping, and financial reporting policies and procedures as they relate to the Host Organization's current and ongoing compliance with the FCPA and other applicable anti-corruption laws and take reasonable steps believed necessary to fulfill the Monitor's mandate under the Agreement.
|Summary of Monitor's Activities:||
Coordinate with Host Organization's personnel, including in-house counsel, compliance personnel and internal auditors on an ongoing basis. Monitor may rely on Host Organization work, subject to supervision and review of the Monitor. Monitor should use a risk-based approach and not conduct a comprehensive review of all business lines, all business activities, or all markets. Monitor should inspect relevant docs, perform on-site observations of selected systems and procedures (including internal controls), meet/interview personnel (including former personnel), and conduct studies, analyses and testing of the Compliance Program. Monitor will assess the Board and Senior Management's commitment to, and effective implementation of, the corporate compliance program.
Monitor will not do any business with Host Organization for a period of at least 2 years after the expiration of the Monitorship.