The Situation: The French Anti-Corruption Agency has published the questions and documentation that companies will be expected to answer and provide when inspected by the Agency.
The Result: The French Anti-Corruption Agency's questionnaire allows companies to better understand issues of importance to the Agency and to prepare for Agency inspections.
Looking Ahead: The questionnaire also provides companies with additional guidance in developing and implementing anticorruption programs consistent with French law.
Almost two months after the publication of its guidelines relating to the implementation of a compliance program as provided by Article 17 of Law No. 2016-1691, dated December 9, 2016 ("Sapin II Law"), the French Anti-Corruption Agency ("Agency") released on its website a list of 163 questions a company must answer at the early stage of an inspection by the Agency.
This questionnaire is designed for companies that are targeted by Article 17 of the Sapin II Law—namely, companies that: (i) employ at least 500 employees or are part of a group with at least 500 employees with a parent company headquartered in France; and (ii) have annual revenue or consolidated annual revenue exceeding €100 million. In the case of a parent company that is subject to the Sapin II Law's compliance obligations and that consolidates the accounts of its subsidiaries and other "controlled" companies, the same obligations also apply to those "controlled" companies.
The Agency drafted and published the above-mentioned list of questions in order to help companies prepare for on-the-spot Agency inspections. On October 10, 2017, the Agency announced that it had started its first such inspections, which targeted randomly selected private companies. The Agency also announced that inspections of public entities would begin shortly.
The Agency's questionnaire sheds light on the issues and information the Agency deems important in the evaluation of anticorruption compliance programs. As such, the questionnaire should also help companies in developing and implementing internal policies and procedures consistent with the Sapin II Law, and in self-assessing their existing compliance program. For instance, with regard to the new obligation to implement a third-party due diligence process, certain of the Agency's questions suggest that companies may be expected to adapt third-party due diligence procedures to all of their departments and subsidiaries, and even to implement a specific process to deal with noncompliant third parties.
It should be noted that the Agency's questionnaire calls for a substantial amount of information. Companies that are unprepared to fully respond to the questionnaire in advance of an inspection may be challenged in doing so if and when an inspection is initiated. This is all the more true given the typically short deadline offered by the Agency for the transmission of responsive information and documents (e.g., two weeks), although the Agency has indicated that, depending on the volume of responsive documents, this time limit may be enlarged.
Two Key Takeaways
The Agency's questionnaire touches on key aspects of anticorruption compliance and allows companies to better prepare for Agency inspections.
This questionnaire offers additional guidance for developing and implementing anticorruption programs consistent with French law.