ISO 37001 – The Potential Impact of the New International Anti-Bribery Management System Standard

by Parker Poe Adams & Bernstein LLP

Parker Poe Adams & Bernstein LLP

The International Organization for Standardization (“ISO”) recently published ISO 37001, the first international anti-bribery management system standard.  ISO, a Swiss-based international organization, is well known for issuing widely-used business process standards such as the ISO 9000 “family” of quality management system standards, one of the most widely used management tools in the world today.  ISO received input from working groups representing over 20 countries in devising the new standard, which does not focus on the legal requirements of any single nation’s anti-corruption laws but rather allows a flexible approach to implementation that can fit the specific laws to which an organization is subject.  As set forth in the standard’s introduction, ISO 37001 “reflects international good practice and can be used in all jurisdictions.  It is applicable to small, medium and large organizations in all sectors, including public, private and not-for-profit sectors.”  Despite its purported applicability to organizations of all types and sizes, ISO 37001 is not a one-size-fits-all compliance plan and requires organizations – consistent with accepted anti-corruption compliance practices – to perform an assessment of bribery risks and then to design and implement a compliance system that is “reasonable and appropriate” to the risks identified by the assessment.

Because ISO 37001 purports to draw upon existing anti-corruption guidance, much of what is contained in it will be familiar to those experienced in anti-bribery compliance.  Among other things, ISO 37001 contains the following familiar requirements:

  • Written anti-bribery compliance policy and procedures;
  • Commitment and support from top management;
  • Risk-based due diligence and assessment of bribery risk relating to business associates;
  • An independent compliance manager;
  • Anti-corruption training; and
  • Reporting, monitoring, and corrective action.

So what, exactly, does ISO 37001 add to the existing guidance on anti-corruption compliance?  Although the full impact of the new standard will not be measurable for some time, the new standard appears to add value in at least several ways.

  • First, ISO 37001 is the first comprehensive international anti-corruption standard developed by the business community (rather than promulgated by an enforcement agency).  The standard is written as a process management guideline in plain language.  Companies will likely find more clear operational guidance in ISO 37001 than in the existing “legal” guidance issued by U.S. and U.K. regulators.
  • Second, because it is an international standard, ISO 37001 has the potential to change behavior in the international marketplace to the benefit of U.S. companies that are subject to the Foreign Corrupt Practices Act (“FCPA”).  Compliance with ISO 37001 will require foreign companies to adopt the same types of compliance protocols that are “best practices” for complying with the FCPA (or the U.K. Bribery Act, for that matter).  Provided that it gains widespread acceptance, ISO 37001 may therefore help to remove the “unlevel playing field” that some believe the FCPA has created for U.S. companies.
  • Finally, as with other compliance standards, companies will be able to certify their compliance with ISO 37001 through accredited third-party certification agencies.  If experience with other ISO standards (such as ISO 9000) provides any guidance, companies may seek to market such certifications to customers.  Compliance with ISO 37001 may in fact become a routine requirement in order to do business with sophisticated international entities.

One potentially valid criticism of the standard relates to one of its greatest strengths.  Like the guidance issued by U.S. and U.K. regulators, ISO 37001 recognizes that compliance efforts should be risk-based and tailored to the likelihood that bribery will occur.  It therefore provides organizations the ability to implement compliance measures deemed to be “reasonable and appropriate” to the perceived bribery risk.  Although this methodology seems practical and even necessary in order to ensure that companies of all sizes can suitably tailor their compliance efforts, certification agencies who lack sufficient experience with the company (or with anti-corruption compliance) may find it difficult to determine whether the company has struck the right balance before certifying compliance with ISO 37001.  As pointed out by Alexandra Wrage in a post on the FCPA blog (available here), overly deferential certification inspectors might certify ineffective procedures, and overly aggressive ones might require an organization to exert unreasonable efforts to mitigate a minimal risk of bribery.  Hopefully, such difficulties can be overcome with the right combination of knowledgeable inspectors who take the requisite amount of time to understand the corruption risk faced by the companies they are asked to certify and competent compliance professionals who design and implement cost-effective procedures.

While recognizing all of the real or perceived benefits of ISO 37001, it is also important to recognize what it is not.  Compliance with the new standard does not amount to an ironclad “get out of jail free” card should bribery occur.  Corruption charges will still be resolved by a close examination of the relevant evidence.  However, the existence of an ISO 37001 certified compliance system would seem to qualify as “adequate procedures” under the U.K. Bribery Act and therefore amount to an affirmative defense to a corporate charge of “failing to prevent corruption.”   Likewise, given the renewed emphasis that the U.S. Department of Justice (which announced the retention of a full time compliance expert approximately a year ago) places on the existence of robust compliance systems, a certified compliance program would likely carry substantial weight with U.S. regulators as well.

Perhaps most importantly, the issuance of ISO 37001 is yet another reminder that corruption is increasingly viewed by an ever-growing audience of nations as a major concern.  Companies that do not adopt anti-corruption guidelines, particularly in nations where there are existing anti-bribery laws (such as the United States), run an ever greater risk of facing substantial fines in the event that they or their business associates are involved in corruption.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Parker Poe Adams & Bernstein LLP | Attorney Advertising

Written by:

Parker Poe Adams & Bernstein LLP

Parker Poe Adams & Bernstein LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Privacy Policy (Updated: October 8, 2015):

JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources. Our policies with regard to data collection and use of personal information of users of the Service, regardless of the manner in which users access the Service, and visitors to the Website are set forth in this statement ("Policy"). By using the Service, you signify your acceptance of this Policy.

Information Collection and Use by JD Supra

JD Supra collects users' names, companies, titles, e-mail address and industry. JD Supra also tracks the pages that users visit, logs IP addresses and aggregates non-personally identifiable user data and browser type. This data is gathered using cookies and other technologies.

The information and data collected is used to authenticate users and to send notifications relating to the Service, including email alerts to which users have subscribed; to manage the Service and Website, to improve the Service and to customize the user's experience. This information is also provided to the authors of the content to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

JD Supra does not sell, rent or otherwise provide your details to third parties, other than to the authors of the content on JD Supra.

If you prefer not to enable cookies, you may change your browser settings to disable cookies; however, please note that rejecting cookies while visiting the Website may result in certain parts of the Website not operating correctly or as efficiently as if cookies were allowed.

Email Choice/Opt-out

Users who opt in to receive emails may choose to no longer receive e-mail updates and newsletters by selecting the "opt-out of future email" option in the email they receive from JD Supra or in their JD Supra account management screen.


JD Supra takes reasonable precautions to insure that user information is kept private. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. However, please note that no method of transmitting or storing data is completely secure and we cannot guarantee the security of user information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time.

If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem by contacting us at In the unlikely event that we believe that the security of your user information in our possession or control may have been compromised, we may seek to notify you of that development and, if so, will endeavor to do so as promptly as practicable under the circumstances.

Sharing and Disclosure of Information JD Supra Collects

Except as otherwise described in this privacy statement, JD Supra will not disclose personal information to any third party unless we believe that disclosure is necessary to: (1) comply with applicable laws; (2) respond to governmental inquiries or requests; (3) comply with valid legal process; (4) protect the rights, privacy, safety or property of JD Supra, users of the Service, Website visitors or the public; (5) permit us to pursue available remedies or limit the damages that we may sustain; and (6) enforce our Terms & Conditions of Use.

In the event there is a change in the corporate structure of JD Supra such as, but not limited to, merger, consolidation, sale, liquidation or transfer of substantial assets, JD Supra may, in its sole discretion, transfer, sell or assign information collected on and through the Service to one or more affiliated or unaffiliated third parties.

Links to Other Websites

This Website and the Service may contain links to other websites. The operator of such other websites may collect information about you, including through cookies or other technologies. If you are using the Service through the Website and link to another site, you will leave the Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We shall have no responsibility or liability for your visitation to, and the data collection and use practices of, such other sites. This Policy applies solely to the information collected in connection with your use of this Website and does not apply to any practices conducted offline or in connection with any other websites.

Changes in Our Privacy Policy

We reserve the right to change this Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our privacy policy will become effective upon posting of the revised policy on the Website. By continuing to use the Service or Website following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Policy, as it may be amended from time to time, in whole or part, please do not continue using the Service or the Website.

Contacting JD Supra

If you have any questions about this privacy statement, the practices of this site, your dealings with this Web site, or if you would like to change any of the information you have provided to us, please contact us at:

- hide
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.