Commercial LawCompliance LawCriminal LawAnti-Bribery and Anti-Corruption: What Steps Should Companies Take?

Bribery and corruption not only undermine public order and confidence in justice, but they also dynamise the foundations of a free market economy. It leads to unfair competition, increases costs, reduces efficiency and, most importantly, can destroy a company’s reputation and brand value overnight. The Turkish Penal Code (TCK) sanctions the offence of bribery with serious prison sentences for both public officials and private sector actors. In addition, companies operating internationally are subject to stringent laws with cross-border implications, such as the US’ Foreign Corrupt Practices Act (FCPA) and the UK’s UK Bribery Act. Therefore, for a modern company, anti-bribery and anti-corruption is not just a statement of “good intentions”, but a compliance imperative at the centre of risk management that needs to be backed up by concrete steps. In this article, we will discuss in detail the legal definition of the offence of bribery and the effective compliance strategies that companies should implement to manage this risk.

Legal Framework of Bribery Offence (Article 252 of the TPC): According to the TPC, the offence of bribery is a multilateral offence and constitutes an offence for both the bribe giver and the bribe taker.

Important Points:

• Benefit: The benefit that is the subject of bribery does not necessarily have to be material (money, gift, holiday, etc.); an intangible benefit (promotion, title, etc.) may also constitute a bribery offence.
• Agreement is sufficient: In order for the bribery offence to be completed, it is not necessary to actually provide the benefit. It is sufficient for the offence to be completed if the parties “agree” on the benefit.
• Bribery in the Private Sector: The Turkish Penal Code punishes not only bribery of public officials, but also bribery of persons working in certain private sector organisations (public companies, cooperatives, associations, etc.).
• Legal Person Liability: If the offence of bribery is committed for the benefit of a company, the company may also be sanctioned as a security measure, such as fines and cancellation of its operating licence.

Cornerstones of an Effective Anti-Bribery and Anti-Corruption (ABC) Programme:

1. “Zero Tolerance” Policy and Senior Management Support: The success of the programme depends on the board and CEO taking a clear, uncompromising and visible stance against bribery and corruption. This stance should be embodied in a written “Anti-Bribery and Anti-Corruption Policy”. This policy should clearly define what bribery is, the company’s position on this issue and the consequences in case of violation.

2. Detailed Risk Assessment: The company’s bribery and corruption risks should be systematically assessed. In this assessment, the following questions should be asked: In which countries do we operate? Do we participate in public tenders? Do we frequently interact with public institutions for processes such as permits and licences? Do we use third-party intermediaries such as agents and consultants in our sales and marketing activities? The answers to these questions will help to identify the areas where the risk is most intense and ensure that compliance efforts are focused correctly.

3. Gift, Hospitality, Donation and Sponsorship Policies: Bribery can often be disguised as “gifts” or “hospitality”. Therefore, very clear rules should be established in these areas:

   • Gifts: Under what circumstances, what type and value of gifts may be accepted or given (usually limited to symbolic and low-value promotional items). Absolute prohibition of cash or easily convertible gifts (gift vouchers, etc.).
   • Hospitality: Limits and approval mechanisms for reasonable work-related meal, travel and accommodation expenses. Much stricter rules on hospitality, especially for public officials.
   • Donations and Sponsorship: Transparent, pre-approved and recorded process for political or charitable donations to prevent them from becoming a hidden bribery channel.

4. Third-Party Due Diligence: Companies are usually involved in bribery offences not directly but through intermediaries (agents, distributors, consultants, customs brokers, etc.). Laws such as the FCPA and the UK Bribery Act also hold companies responsible for the actions of their intermediaries. Therefore, before engaging a third party, it is imperative to carry out due diligence on its reputation, ownership structure and history of corruption. This process can range from a simple questionnaire to an in-depth investigation, depending on the level of risk.

5. Financial and Accounting Controls: Bribe payments are often disguised by false invoices, inflated commissions or fictitious services under the guise of “consultancy”. Therefore, strong internal control mechanisms should be in place to ensure that all payments are accurately, completely and transparently recorded in the accounting records. In particular, cash payments and ambiguous service invoices should be scrutinised.

6. Training and Communication: All employees, especially those in high-risk positions (sales, procurement, international operations), should be regularly trained on the company’s anti-bribery policy, risky scenarios they may encounter, and how to report any suspicious activity.

International Dimension: FCPA and UK Bribery Act For Turkish companies doing business internationally, not only the Turkish Penal Code but also the US FCPA and UK Bribery Act pose a major risk.

• FCPA: prohibits companies listed on the US stock exchange or with a specific connection to the US from bribing foreign public officials to obtain or retain business.
• UK Bribery Act: is even broader, covering bribery in both the public and private sectors, criminalising bribery and, most importantly, holding companies that fail to establish “adequate prevention procedures” liable for a “corporate offence” if an employee or agent bribes. As these laws have cross-border application, international companies should also design their compliance programmes according to these standards.

Combating bribery and corruption is not only a legal obligation, but also a matter of corporate prudence and ethical leadership. A risk-focused, practical and continuously audited compliance programme that adopts the principle of “zero tolerance” and has the full support of senior management is the most effective defence mechanism to protect companies from heavy fines and imprisonment, reputational damage and international sanctions. Investment in this area is a strategic move that secures not only the company’s current existence but also its future sustainability.