|Underlying Misconduct:||Foreign Corrupt Practices Act|
|Matter Type:||DOJ Criminal|
|Relevant Jurisdiction(s):||US District Court for the Southern District of New York|
|Reporting Agencies:||Department of Justice Fraud Section, Securities and Exchange Commission|
|Resolution Form:||Deferred Prosecution Agreement|
|Agreement Date:||February 22, 2016|
|Monitor Reference Term:||Independent Compliance Monitor|
|Monitorship Term:||3 Years|
|Monitor Selection Process:||
Host Organization to submit 3 candidates, from which Reporting Agency selects. 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; sufficient independence to ensure effective and impartial discharge of duties.
|Summary of Monitor's Scope:||
Primary responsibility is to assess and monitor the Host Organization's compliance with the terms of the Agreement, including the Corporate Compliance Program (Attachment C). Evaluate the effectiveness of the internal accounting controls, record-keeping, and financial reporting policies and procedures as they relate to current and ongoing compliance with the FCPA and other applicable anti-corruption laws and take such reasonable steps as may be necessary to fulfill mandate. Conduct an assessment of the Board and Sr. Mgt's commitment to, and effective implementation of, the corporate compliance program (Attachment C).
|Summary of Monitor's Activities:||
Coordinate with Host Organization personnel, including in-house counsel, compliance personnel, and internal auditors on an on-going basis. Monitor may rely on internal work-product of the Host Organization's processes, subject to Monitor's confidence in quality of resources. Monitor to use a risk-based approach and not conduct a comprehensive review of all business lines, business activities or markets. Monitor may inspect relevant documents, conduct on-site observations, hold meetings/interviews, and conduct analyses, studies and testing of the compliance program.
No business with Host Organization for at least 2 years after the expiration of the Monitorship.