Anti-Bribery & Corruption — Module 2 of 4

Grease

When a $2,000 payment could save the company $65,000 — but cost it everything.

Your Role

Alexa Reeves

Compliance Manager, Meridian Engineering Inc. Inc. Inc. Inc. Inc.

Three months since the Masters hospitality incident. Your credibility with the board is growing. Now Ghana is about to test everything you've built.

Meridian Engineering Inc. won a $2.4M subcontract for structural works in Accra, Ghana — its first major West African project.

Structural steel and specialist equipment has been stuck at Tema Port for 3 weeks. The port cites 'incomplete documentation' but won't specify what.

Project is 12 days behind. Liquidated damages of $10,500/day start Monday. Meridian's ABC policy forbids bribery — but says nothing about facilitation payments.

Before You Start

How This Works

This is a decision-driven scenario. You'll face real decisions — and your choices shape how the story unfolds.

+3 Best practice — the response a compliance expert would choose

+1 Reasonable but incomplete — you're on the right track

−2 Risky or non-compliant — learn why this path creates problems

Tip: Highlighted text like 15 USC §78dd-1 is clickable — tap to read the legal reference in full.

Wednesday, 3:47 PM GMT

Narrator

Your desk phone rings. Caller ID: +233 — Ghana. It's Kofi Mensah, from the Accra site office.

Kofi Mensah

Alexa, the shipment still hasn't cleared. Three weeks. They keep saying the documentation is incomplete, but they won't tell me what's missing.

Kofi Mensah

The customs officer — a man called Adjei — took me aside. He said, very politely, that for a 'processing fee' of two thousand dollars, the shipment would clear tomorrow morning.

Kofi Mensah

I've worked logistics in West Africa for twelve years. Every company pays this. The ones that don't? Their equipment rusts at the port. Can we pay it? If not, I need a Plan B, fast.

Portrait of Alexa Reeves, Compliance Manager

4 DAYS UNTIL LDS BEGIN · $10,500/DAY

Wednesday, 4:05 PM. Kofi's on the line. The maths: $2,000 now, or $10,500/day starting Monday — $65,000+ in LDs if it drags. Meridian's ABC policy forbids bribery but doesn't mention facilitation payments. With Kofi's voice in your ear and the clock running, the pressure to 'find a way' is real.

What do you advise Kofi?

Your choice

Refuse the payment. Escalate formally.

Tell Kofi to refuse, document the demand (date, time, exact words, official's name), report to the US Embassy Commercial Service, and engage a licensed Ghanaian customs broker. Under 15 USC §78dd-1, paying a foreign official to obtain a business advantage is criminal — small and 'routine' don't matter.

Your choice

Ask Kofi to verify if it's a legitimate fee.

Have Kofi ask if the $2,000 is a formal Ghana Revenue Authority charge with an official receipt. If legitimate, pay through proper channels. If no receipt, refuse. Buys time without authorising payment.

Your choice

Approve the payment as a facilitation fee.

Authorise the $2,000. Small amount, routine government action, and the commercial cost of refusal far exceeds the payment. Many companies treat facilitation payments as cost of doing business in tough markets. Record as 'port handling fees'.

Wednesday, 4:20 PM GMT +3

You

Kofi, we can't pay this. US law has no facilitation-payment exemption that covers this. Two thousand dollars or two million — it's a criminal offence.

Kofi Mensah

I understand the law, Alexa. But laws don't move shipping containers. What's the plan?

You

Three things. Document the demand — date, time, exact words, official's name. I'll contact the US Embassy Commercial Service in Accra. Get me a reputable local customs broker.

Kofi Mensah

Yaw Boateng. He's handled clearances for Vinci and Skanska. Not cheap, but legitimate. I'll send his details.

You

Good. And Kofi — thank you for calling me first. A lot of people wouldn't have.

Kofi Mensah

I've seen what happens when people don't call first. It doesn't end well.

Why UK Law Is Absolute on This

15 USC §78dd-1 criminalises paying a foreign official to obtain business advantage. The FCPA's facilitation-payment exception is narrow and routinely cut down in enforcement practice. The DOJ ECCP Guidance expects programmes aimed at eliminating facilitation payments.

Wednesday, 5:15 PM GMT +1

You

Kofi, before we do anything, I need you to ask the customs official one question: can you get an official government receipt for this payment? Issued by the Ghana Revenue Authority, with a reference number?

Kofi Mensah

Alexa, I know what you're doing. You're trying to find out if it's a real fee or a bribe. I can tell you right now — there's no receipt. There never is.

You

Then we can't pay it. But I need you to ask formally, so we have a record of the response.

Kofi Mensah

Fine. I'll ask. But when he says no — and he will say no — what's the plan?

Due Diligence — Necessary but Not Sufficient

Asking for a receipt is good practice, but 15 USC §78dd-1(a) doesn't require you to investigate before refusing — the request itself, as described by Kofi, strongly indicates a bribe. The 'receipt test' builds documentation but shouldn't delay the fundamental decision to refuse. You've gathered evidence, but haven't yet resolved the situation.

Thursday, 9:00 AM GMT −2

You

Kofi, go ahead and pay the two thousand. Record it as port handling fees in the project accounts. Let's get the shipment moving.

Kofi Mensah

Are you sure? I want you to be very clear about this, Alexa. I'm not going to be the one holding the bag if someone asks questions.

You

I'm sure. The commercial exposure is fifty thousand plus. Two thousand to make it go away is a business decision.

Kofi Mensah

It's your call. I'll handle it. But Alexa — I want this in writing. An email from you authorising the payment.

No Safe Harbour for Facilitation Payments

You've authorised a payment to a foreign public official in exchange for a business advantage. Under 15 USC §78dd-1, this is a criminal offence carrying up to 10 years' imprisonment and unlimited fines — for you personally, and for Meridian under FCPA §78m. Recording it as 'port handling fees' compounds the problem: it's potential fraud as well as bribery. And Kofi — wisely — has asked for written authorisation. There's now a document trail leading directly to you.

Thursday, 11:30 AM GMT

The Pressure Mounts

It's Thursday morning. The shipment is still at Tema Port. Liquidated damages begin Monday — four days away.

You've just received a calendar invite from Sarah Park, Operations Director: "Urgent — Ghana project delay. My office. 12:00." The subject line is in red.

You check the project file. The main contractor has sent a formal notice of delay, referencing clause 8.3 of the subcontract. The clock is now contractual, not just operational. If the equipment isn't on site by Friday of next week, Meridian faces not only LDs but a potential termination for default.

Your phone buzzes. A text from Kofi: "Adjei came by the site office this morning. Asked if we'd made a decision about the processing fee. He was very polite. He's always very polite."

Portrait of Sarah Park, Operations Director

Thursday, 12:00 PM GMT

Narrator

Sarah Park is standing behind her desk when you arrive. She doesn't sit down.

Sarah Park

Alexa, I've just had the MD on the phone. He's had the main contractor on the phone. They're talking about termination for default. Do you understand what that means for this company?

You

I understand the commercial position, Sarah.

Sarah Park

Good. Then help me understand the compliance position. Because right now, the compliance position is costing us eight and a half thousand pounds a day. Starting Monday.

You

The customs official in Accra is demanding a payment. Under the FCPA—

Sarah Park

I don't need a lecture on the FCPA, Alexa. I need a solution. We're looking at fifty thousand plus in LDs, potential termination of a two-point-four million pound contract, and reputational damage with the main contractor we can't put a number on.

Sarah Park

I'm not telling you to pay anyone anything. I'm telling you: find a way. That's what compliance is for, isn't it? Finding ways to do business without breaking the law?

Activity — Classify the Payment

Before advising Sarah, anchor your thinking. For each scenario, select the most accurate compliance classification.

A. A $50 cash payment to a port official for a receipted "expedited handling fee" listed on the published port schedule.

B. A supplier offers dinner for two at a restaurant one week before a tender closes.

C. A long-standing partner sends two $180 trade-fair tickets — they are declared in advance, but your team is currently pricing a renewal contract with that partner.

D. An agent’s retainer invoice quotes a "success fee" equal to 12% of contract value — two to three times industry norm for the region.

E. A prospective client in a high-risk jurisdiction pays for a $22/head team lunch at an industry conference, while their procurement team evaluates your proposal.

Sarah is watching you, standing. Open on her desk: delay notice, LD schedule, termination clause. She's right that compliance isn't just saying no. She's also applying pressure that, if a payment followed, could implicate her under FCPA §78dd-1. But she hasn't told you to pay. She's too smart for that.

How do you respond to Sarah?

Your choice

Hold the line. Present the legal exposure.

Spell it out: paying exposes Meridian to prosecution under 15 USC §78dd-1 (up to 5 years' prison per count, unlimited fines). Propose alternatives — licensed broker, embassy engagement, escalation to Ghana's port authority. Slower, but defensible. Under FCPA §78m, no adequate procedures means unlimited corporate fines.

Your choice

Escalate to the CFO. This is above your grade.

Tell Sarah this is a board-level risk call. Commercial exposure ($65,000+ LDs) vs criminal exposure needs sign-off from someone with authority to accept corporate risk. Request emergency meeting with CFO Helen Carr before close.

Your choice

Tell Sarah you'll 'look into options.'

Buy time. Don't authorise, don't explicitly refuse. Tell Sarah you're exploring alternatives and will update by Friday. Hope the broker or embassy route resolves it before you have to decide.

Thursday, 12:25 PM GMT +3

You

Sarah, I hear you on the commercial side. The other side: 15 USC §78dd-1 — paying a foreign official to obtain business advantage. Five years' prison per count, unlimited fines. Not theoretical. The DOJ took Glencore for this in 2021. $77 million.

Sarah Park

Glencore was paying millions in bribes. This is two thousand dollars.

You

The Act has no minimum threshold. And there's a corporate offence under FCPA §78m. If someone at Meridian pays and we can't show adequate procedures, the company is criminally liable.

Sarah Park

So what do you propose? Because 'don't pay' isn't a solution, it's a problem.

You

Kofi's engaging Yaw Boateng — a broker who's handled clearances for Vinci and Skanska. I'm contacting the US Embassy Commercial Service. And I want a formal letter to Ghana Revenue Authority Customs requesting clarification. Boateng says 5–7 working days if the paperwork's genuinely in order.

Sarah Park

That's another forty to sixty thousand in LDs, Alexa.

You

Forty to sixty thousand in LDs versus criminal prosecution, debarment from public contracts, and a conviction that follows Meridian for decades. I know which number is bigger.

FCPA §78m corporate liability — The Corporate Offence

FCPA §78m creates strict corporate liability: if someone associated with the company bribes to obtain or retain business for it, the company is guilty unless it can prove adequate procedures. Meridian's exposure isn't limited to whoever pays. Adequate procedures are the shield.

Thursday, 2:30 PM GMT +1

You

Sarah, I think this decision needs to go to Helen. Commercial exposure and criminal exposure are both significant. This is a board-level risk call.

Sarah Park

You want me to tell the CFO that compliance can't give me a clear answer on a two-thousand-dollar payment?

You

I can give you a clear answer: the payment is illegal under UK law. What I can't do is unilaterally accept fifty thousand pounds in commercial losses. That's a decision for someone with budget authority.

Sarah Park

Fine. I'll set up the call. But Alexa — Helen is going to ask you the same question I'm asking. Have a better answer ready.

Governance vs. Leadership

Escalation is procedurally sound — commercial decisions of this magnitude should involve senior leadership. But you've missed an opportunity to lead. FCPA §78m internal-controls requires the right people making the right decisions at the right level. If Meridian's ABC policy clearly covered facilitation payments with an escalation protocol and pre-approved alternatives, this conversation wouldn't be happening in Sarah's office at noon on a Thursday.

Thursday, 12:20 PM GMT −1

You

Sarah, I'm looking into options. I'll have an update for you by end of day Friday.

Sarah Park

Friday? Alexa, LDs start Monday. I need an answer today, not a status update on Friday.

You

I understand the urgency. I'm exploring alternative channels to clear the shipment without—

Sarah Park

Without what? Without paying? Alexa, I asked you to find a way. If you can't, tell me now so I can find someone who can.

The Cost of Ambiguity

Compliance officers who fail to give clear guidance create the conditions for non-compliance. If you don't say 'no', someone else may say 'yes'. Under FCPA §78m, the company's defence depends on adequate procedures — which includes clear, timely decision-making by the people responsible for compliance. A non-answer from the Compliance Manager is not an adequate procedure. It's an absence of one.

The following Wednesday

Cleared the legitimate way

The customs broker, Yaw Boateng, secured clearance in five working days. The 'missing documentation' turned out to be a classification code the port authority had changed six months earlier. The original paperwork was fine — it just needed the updated code.

Cost of the legitimate route: $15,000 broker fees + $42,500 in LDs = $54,500.

Equipment is on site. Project back on track. Sarah hasn't thanked you, but hasn't complained either. The MD called it "handled well, considering".

But the incident exposed something: Meridian has no clear policy on facilitation payments, no pre-approved channels, no customs broker on retainer. Every time this happens — and it will — it'll be another crisis.

Activity — Consequence Chain

Before revealing each stage, predict the outcome. Your prediction is scored — no free reveals.

Pay the official

Stage 1 — predict:

Stage 2

Stage 3

Refuse the payment

Stage 1 — predict:

Stage 2

Stage 3

The following Wednesday, 3:00 PM. Crisis over. The question: turn this into systemic improvement, or file the report and move on? The MD's comment gives you political cover. But policy work takes time, and three other compliance matters are sitting on your desk.

What do you recommend to prevent this from happening again?

Your choice

Draft a comprehensive facilitation payments policy.

Standalone policy: (1) prohibition with no exceptions, (2) pre-approved emergency protocols including a customs broker retainer per country, (3) 24-hour mandatory reporting of demands, (4) embassy contact list per jurisdiction, (5) quarterly review of high-risk operations. Scenario training for all international staff. Board within 30 days.

Your choice

Update the annual ABC training and circulate guidance.

Add a facilitation payments module to the annual deck. Circulate the DOJ position to all country managers. Update the ABC policy to explicitly prohibit facilitation payments. Closes the gap without a policy overhaul.

Your choice

File the incident report and move on.

The system worked. You refused. The equipment cleared legitimately. Document, close the file, move to the three other matters on your desk. If it happens again, handle it the same way.

Two weeks later +3

Narrator

Alexa drafts the Facilitation Payments Policy over the following two weeks. 14 pages, with appendices covering 6 countries where Meridian operates or is tendering.

You

The policy has five pillars: prohibition, pre-approved alternatives, mandatory reporting, country-specific protocols, quarterly review. I'm proposing a customs broker retainer in Ghana, Nigeria, and Kenya — approximately $8,000 per year per jurisdiction.

Sarah Park

Twenty-four thousand a year for customs brokers?

You

The Ghana incident cost us fifty-four thousand in five days, Sarah. A retainer means the broker is already engaged when the next shipment arrives. No delay, no scramble, no Thursday meetings.

Sarah Park

Put it in the board paper. I'll support it.

Adequate Procedures — The Six Principles

The DOJ ECCP Guidance sets six principles for adequate procedures under FCPA §78m: proportionate procedures, top-level commitment, risk assessment, due diligence, communication/training, monitoring/review. Your policy addresses all six. The customs broker retainer is proportionate. Board approval demonstrates top-level commitment. Country-specific protocols show risk assessment. Quarterly review ensures monitoring. This is what defensible compliance looks like.

Three weeks later +1

Narrator

Alexa updates the ABC training module to include a section on facilitation payments and emails the DOJ's published position to all country managers.

Kofi Mensah

Alexa, I read the DOJ guidance you sent. It's useful — but it doesn't tell me what to do next time a customs official asks for money. Do I call you? Do I call a broker? Who's paying for the broker?

You

Call me. Same as this time.

Kofi Mensah

And if it's a Friday afternoon and you're not answering your phone?

Training vs. Procedures

Training is one of the DOJ ECCP hallmarks for adequate procedures — but only one. Without operational protocols (who to call, pre-approved alternatives, budget authority), training creates awareness without enabling compliance. The DOJ has stated it will consider the adequacy of a company's procedures when deciding whether to prosecute. A company that trained its staff but gave them no practical tools to refuse facilitation payments would struggle to argue its procedures were 'adequate'.

Six months later −2

Narrator

Alexa files the report. Thorough: dates, amounts, the official's exact words, the broker resolution. Saved to the compliance drive, marked 'closed'.

Narrator

Six months later, Meridian's Lagos team faces the identical situation. Equipment held at Apapa Port. A 'facilitation fee' of $3,500. The site manager — hired three months ago, never briefed on Ghana — pays from petty cash and records 'port handling charges'. No policy tells him to report it.

Narrator

Two months later, the same official asks $7,000. He pays again. Then $12,000. By the time London notices, four payments totalling $26,500 are buried in the project accounts.

The System Is the Defence

FCPA §78m creates the corporate failure-to-prevent offence. The only defence is 'adequate procedures'. An incident report with no follow-up isn't a procedure — it's evidence you knew the risk and chose not to fix it. DOJ ECCP Guidance: procedures must be 'clear, practical, accessible, effectively implemented and enforced'.

Case Outcome

The $2,000 Question

The $2,000 demand at Tema Port tested more than 15 USC §78dd-1 knowledge. It tested whether you could hold the line under commercial pressure, propose practical alternatives, and turn a crisis into systemic change.

Module complete. Continue when you're ready.

Your Result

/ 9

Your Decisions

Key Lessons

1. The FCPA's facilitation-payment exception is narrow and unreliable in enforcement. $2,000 to a foreign official is exposure — no safe de minimis threshold.

2. Effective compliance doesn't just say no. It proposes practical alternatives — broker, embassy, formal correspondence — that keep the business moving lawfully.

3. FCPA §78m holds the company strictly liable for bribery by associated persons. Adequate procedures are the only defence — and 'adequate' means real, enforced, operational.

4. A pre-approved customs broker retainer is worth 10x its cost. Infrastructure prevents the next crisis. Incident reports don't.

Key Legal References

15 USC §78dd-1(a)

Bribing another person

15 USC §78dd-1

Bribing foreign officials

FCPA §78m

Failure to prevent

DOJ ECCP Guidance

Facilitation payments

DOJ ECCP Hallmarks

Adequate procedures

DOJ Position

Prosecution approach

Ready to complete this module?

Take the 5-question knowledge check to record your completion.

Take the Module Quiz →

Module 3 of 4

Next: Tender

A whistleblower reports undeclared gifts to an evaluation panel member from a shortlisted supplier during a live $3.5M procurement.

Complete the quiz above, then launch Module 3 from your course menu.