Session Three: The Bribery Offences

The Bribery Act 2010 is now fifteen years old. It remains one of the defining pieces of UK financial crime legislation of the last two decades. The corporate offence under section 7 has shaped how later failure to prevent offences have been drafted. The principal bribery offences in sections 1, 2 and 6 set the baseline for how bribery is analysed and prosecuted across the UK.

This session reads the offences closely and tests them against how the FCA, the SFO and the courts apply them in practice. It covers the offences, the international framework around them, the practical issues that arise most often in compliance work, and where the regime is moving.

Section 7, the corporate offence of failing to prevent bribery, is covered alongside the other failure to prevent offences in Session Five. The companion guide, Bribery, Corruption and the Modern Compliance Challenge, goes deeper on what adequate procedures require, ISO 37001, and where programmes most often fall short.

Who this session is for. Compliance officers, financial crime leads, MLROs who also carry bribery risk, internal audit and second line teams, in-house counsel, senior managers, board members, programme directors with anti-bribery delivery responsibility, and anyone designing or reviewing third party due diligence in a regulated organisation.

Where the Bribery Act came from

Before the Bribery Act 2010, the UK's anti-bribery law was a patchwork of common law and statutory offences dating back to the Public Bodies Corrupt Practices Act 1889 and the Prevention of Corruption Acts of 1906 and 1916. The patchwork was difficult to prosecute, narrow in reach and out of step with the international standard. The 1997 OECD Anti-Bribery Convention and the 2003 UN Convention against Corruption had both committed the UK to a wider and more effective regime. By the late 2000s, OECD peer reviews were openly critical of the UK's failure to deliver.

The Bribery Act 2010 was the response. It came into force on 1 July 2011. It replaced the historic offences with the principal bribery offences in sections 1, 2 and 6, together with the corporate offence in section 7, gave the regime broad extraterritorial reach, and introduced a defence of adequate procedures that has since become the template for later failure to prevent offences in UK law.

The Act has not been amended in any material way since it came into force. The Ministry of Justice guidance on adequate procedures is the statutory guidance under section 9 of the Act and has been updated since publication. The substantive law is stable. What has moved is enforcement practice, the international environment, and the way the Act now sits within the wider failure to prevent framework.

The principal offences

The Bribery Act creates three principal bribery offences and one corporate offence. Section 1 covers offering, promising or giving a bribe. Section 2 covers requesting, agreeing to receive or accepting a bribe. Section 6 covers bribing a foreign public official. Section 7, treated in Session Five, is the corporate offence of failure to prevent bribery.

Sections 1 and 2 turn on the concept of an advantage given or received in connection with the improper performance of a relevant function or activity. The advantage need not be financial. The improper performance need not occur. The Act captures the offer as well as the gift, and the request or agreement as well as the receipt. Section 6 is different. It focuses on influencing a foreign public official in their official capacity to obtain or retain business, or a business advantage, without requiring proof of improper performance.

Section 1: Bribing another person

Section 1 is committed where a person offers, promises or gives a financial or other advantage to another person, intending either that a relevant function or activity should be performed improperly, or to reward someone for the improper performance of such a function. It is also committed where the person knows or believes that the acceptance of the advantage would itself amount to improper performance.

The offence captures the active side of bribery. The bribe does not have to be given. An offer or a promise is enough. The bribe does not have to be money. A favour, an introduction, a contract, an offer of future employment can all be advantages within the meaning of the Act.

Maximum sentence on indictment is ten years' imprisonment and an unlimited fine.

Section 2: Being bribed

Section 2 is the mirror image of section 1. It is committed where a person requests, agrees to receive or accepts a financial or other advantage, in any of four sets of circumstances broadly relating to improper performance of a relevant function. Either the person intends the function to be performed improperly as a consequence, or the request itself is improper, or the receipt is a reward for improper performance, or the function is in fact performed improperly in anticipation or consequence of the advantage.

The drafting is deliberately wide. The offence is committed even where the person receiving the bribe does nothing wrong in response, provided the request, agreement or receipt itself is improper. In most practical cases the person bribed and the person bribing will both have committed offences.

Maximum sentence on indictment is ten years' imprisonment and an unlimited fine.

Section 6: Bribery of a foreign public official

Section 6 is a separate offence dedicated to the bribery of foreign public officials. It is committed where a person offers, promises or gives a financial or other advantage to a foreign public official, with the intention of influencing the official in the official's capacity and obtaining or retaining business or a business advantage.

Section 6 carries a key carve-out. The offence is not committed where the official is permitted or required by the written law applicable to them to be influenced in their capacity by the offer, promise or gift. This is the foreign-law defence. It is narrow. The advantage must be required or permitted by written law, not merely tolerated by local custom or expected by the official as a matter of practice.

Section 6 also does not require proof that the official performed any function improperly. The mere fact of offering, promising or giving with the intention to influence the official's official capacity is enough. This is a significant difference from sections 1 and 2 and reflects the international standard set by the OECD Convention.

Maximum sentence on indictment is ten years' imprisonment and an unlimited fine.

The principal offences and the corporate offence summarised

Section 1	Bribing another person. Offering, promising or giving an advantage with the intention that a relevant function be performed improperly, or to reward improper performance.
Section 2	Being bribed. Requesting, agreeing to receive or accepting an advantage in circumstances connecting it to improper performance of a relevant function.
Section 6	Bribery of a foreign public official. Offering, promising or giving an advantage to a foreign public official with the intention of influencing the official in their capacity and obtaining business. No need to prove improper performance.
Section 7	Failure of a commercial organisation to prevent bribery. Corporate offence. Adequate procedures defence. Covered in Session Five.

Improper performance and relevant function

Sections 1 and 2 turn on the improper performance of a relevant function or activity. The Act defines both terms broadly. A relevant function or activity includes any public function, any activity connected with a business, any activity performed in the course of employment, and any activity performed by or on behalf of a body of persons. Three further conditions must be met. The person performing the function must be expected to perform it in good faith, or impartially, or be in a position of trust by virtue of performing it.

Improper performance means performance that breaches a relevant expectation. The expectation is what a reasonable person in the UK would expect of a person performing the function. The test is objective. It does not bend to local custom in jurisdictions where the expectation may be lower.

The breadth of these definitions matters in practice. They mean the Act reaches public officials, private sector employees, agents, consultants, sports officials, professional services providers and almost everyone else in a position of responsibility. It is not, as it is sometimes shorthanded, a law about corruption of officials. It is a law about the abuse of trust for advantage.

Extraterritorial reach

The Bribery Act has exceptionally broad extraterritorial reach. For sections 1, 2 and 6, the offence is committed in the UK if any part of the conduct takes place in the UK. The offence is also committed outside the UK if the person committing it has a close connection with the UK, meaning a British citizen, a person ordinarily resident in the UK, a UK incorporated body, or a similar UK nexus.

For section 7, the corporate offence, the reach is wider in a different way. A commercial organisation is within scope if it is incorporated in the UK or carries on any part of its business in the UK, regardless of where the bribery takes place. A non-UK incorporated company with a UK business presence may therefore be in scope for bribery committed outside the UK by an associated person, subject to the adequate procedures defence.

This is one of the reasons the Bribery Act has had substantial influence on anti-bribery compliance practice beyond the UK. Multinational organisations usually build their programmes to the highest applicable standard, and in many cases that has meant aligning to the UK position.

The international framework

The Bribery Act does not exist in isolation. It sits inside an international anti-bribery and corruption framework that has been developing for more than thirty years. Three instruments matter most in practice.

The OECD Anti-Bribery Convention

The Convention on Combating Bribery of Foreign Public Officials in International Business Transactions was adopted by the OECD in 1997 and entered into force in 1999. The UK ratified it in 1998. The Convention requires signatories to criminalise the bribery of foreign public officials, ensure their domestic offences have effective extraterritorial reach, and submit to peer review by the OECD Working Group on Bribery.

The OECD peer review process has been a major driver of anti-bribery law reform. The UK's own reform that led to the Bribery Act was driven in part by adverse OECD review findings in the mid-2000s. More recently, Australia's introduction of the corporate failure to prevent foreign bribery offence in 2024 also followed sustained OECD review pressure.

The UN Convention against Corruption

The United Nations Convention against Corruption was adopted in 2003 and entered into force in 2005. It is the only legally binding universal anti-corruption instrument, with 192 parties. UNCAC is broader than the OECD Convention. It covers bribery, embezzlement, abuse of office, trading in influence, illicit enrichment, asset recovery and international cooperation. The implementation review mechanism is less robust than the OECD process but it is the framework most often referenced when working in markets outside the OECD.

The US Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act of 1977 was the first major piece of anti-bribery legislation in any jurisdiction. It prohibits bribery of foreign officials and requires US-listed issuers to maintain accurate books and records and adequate internal accounting controls. The FCPA's reach is global wherever there is a sufficient US nexus, which courts have interpreted broadly.

US enforcement of the FCPA has been substantial for decades. Recent US policy has shifted enforcement priorities, and the detail continues to evolve. Practitioners working with US-listed parent companies or US-connected business should expect the FCPA to remain a live consideration, and should watch for further policy statements.

ISO 37001

ISO 37001 is the international standard for anti-bribery management systems, first published in 2016. The standard sets out a management system framework against which an organisation's anti-bribery controls can be designed, implemented and certified. ISO 37001 is voluntary. It is not a substitute for compliance with the Bribery Act, and certification is not a defence to a section 7 prosecution. Used well, it provides a structured framework for designing and evidencing adequate procedures. Used badly, it is treated as a compliance certificate rather than a working system.

Facilitation payments

The Bribery Act contains no exemption for facilitation payments. This is one of the most important differences between the UK and US regimes. The FCPA contains a narrow exception for certain payments to foreign officials to expedite routine governmental action. The UK does not.

Under UK law, a facilitation payment is a bribe. The fact that it is small, customary in the local market, or paid only to obtain a service that the payer was already entitled to receive is no defence. The Joint Prosecution Guidance issued by the Director of Public Prosecutions and the Director of the Serious Fraud Office in 2011 confirms this position. Prosecutors retain discretion not to prosecute in cases where the public interest does not require it, but the underlying conduct remains an offence.

In practice, the policy issue for an organisation operating in a country where facilitation payments are routinely demanded is whether to refuse them on principle, escalate them through formal channels, document them transparently where personal safety is in issue, or withdraw from the market. There is no easy answer. What the law requires is a deliberate, documented position that is consistent with the firm's anti-bribery programme, not decisions made case by case at the customer interface.

Gifts and hospitality

The Bribery Act is not a prohibition on gifts and hospitality. The Ministry of Justice guidance is explicit that bona fide hospitality, promotional expenditure and similar legitimate expenditure are not caught by the Act. What matters is whether the gift or hospitality was offered with the intention of influencing improper performance or, in the case of foreign public officials, with the intention of influencing the official in their capacity.

In practice, gifts and hospitality is where anti-bribery programmes often look sound on paper and fall short in operation. The pattern is familiar. The policy says gifts and hospitality above a threshold must be registered and approved. The register exists, but people do not use it consistently. The threshold is set so high that almost nothing reaches it, or so low that review becomes unmanageable. Senior managers, often the highest-risk population, are the least frequent users of the register. When internal audit tests the process, these gaps appear quickly.

A working gifts and hospitality programme has three features. First, the policy is calibrated to the actual risk of the business and the way its people deal with customers, suppliers and public officials. Second, the register sits inside the workflow people already use, rather than in a separate process that creates friction and gets bypassed. Third, someone with enough authority reviews the register periodically and follows up what it shows. None of this is technically difficult. The challenge is building a process that people will actually use and management will actually enforce.

The FCA Principles and the regulatory layer

For FCA-authorised firms, the Bribery Act sits inside a broader regulatory framework. The FCA does not enforce the Bribery Act directly, but it has long made clear that bribery and corruption are financial crime risks within the scope of its supervisory remit. The principal sources are summarised below.

Principle 1	A firm must conduct its business with integrity. Long-established as the foundation of FCA expectations on bribery and corruption.
Principle 3	A firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems. Bribery and corruption is within scope.
SYSC 6.1.1R	A firm must establish, implement and maintain adequate policies and procedures designed to detect any risk of failure to comply with its obligations under the regulatory system, including financial crime risks.
FCG 6	FCA Financial Crime Guide, chapter 6, sets out the FCA's expectations on bribery and corruption controls in regulated firms. The most useful single FCA document.
Senior Managers regime	Senior management accountability. Bribery and corruption risk sits within a firm's wider governance and financial crime responsibilities. In larger firms, responsibility will often be allocated through compliance oversight and financial crime senior management arrangements, depending on the firm's permissions, structure and risk profile.

FCA enforcement on bribery and corruption is not new. The FCA fined Aon Limited in 2009, Willis Limited in 2011 and JLT Specialty in 2013 for inadequate bribery and corruption controls. More recent FCA-supervised cases have not always been fronted as bribery enforcement, but the underlying expectations have not changed. A regulated firm cannot maintain controls that meet the Bribery Act but fall short of the FCA's wider financial crime expectations. The standard is set by whichever framework is higher in any given respect.

Sentencing

The Sentencing Council's Fraud, Bribery and Money Laundering Definitive Guideline came into force on 1 October 2014. It applies to bribery offences under the Bribery Act. For individuals, the guideline works by reference to harm and culpability. For corporate offenders, the guideline applies a structured approach to compensation, confiscation and financial penalty, with harm and culpability then driving the fine calculation.

The maximum sentences for the principal offences are summarised below.

Section 1	For an individual, up to 12 months on summary conviction, or the statutory maximum fine, or both; and up to 10 years on indictment, or a fine, or both. For any other person, the penalty is a fine.
Section 2	For an individual, up to 12 months on summary conviction, or the statutory maximum fine, or both; and up to 10 years on indictment, or a fine, or both. For any other person, the penalty is a fine.
Section 6	For an individual, up to 12 months on summary conviction, or the statutory maximum fine, or both; and up to 10 years on indictment, or a fine, or both. For any other person, the penalty is a fine.
Section 7	Unlimited fine. Corporate offence. Covered in Session Five.

In practice, corporate Bribery Act enforcement has often been shaped by Deferred Prosecution Agreements rather than contested trials. Current SFO and CPS corporate prosecution guidance sets out the prosecutorial approach to corporate offending in England and Wales. SFO cooperation guidance sets out its position on self-reporting, cooperation and when it may invite a corporate to negotiate a DPA.

The current direction of enforcement

One significant current case is the SFO's prosecution of United Insurance Brokers Limited, charged in April 2025 under section 7 of the Bribery Act 2010. The SFO alleges the company failed to prevent associates from bribing state officials in Ecuador between October 2013 and March 2016 in connection with reinsurance contracts. The matter remains open. No findings of fact have been made, and it is mentioned here only as an example of the current enforcement picture.

The SFO also announced a bribery investigation in April 2025 into Blu-3 and former associates of Mace Group. The SFO says Blu-3 and others are suspected of paying more than £3 million in bribes in relation to the construction of a data centre in the Netherlands. That investigation is ongoing.

Two points stand out in the current environment. First, recent SFO public messaging and charging decisions point to a more active corporate enforcement posture. Second, US FCPA policy has shifted, with enforcement priorities continuing to evolve. For UK-incorporated organisations, or those carrying on business in the UK, the practical point is unchanged. The Bribery Act remains a live standard and programmes need to be built on that basis.

What this means for the programme

Three points carry through into the day-to-day work of an anti-bribery programme.

First, the breadth of the principal offences means that a bribery programme is not just a procurement and third party programme. It needs to cover internal conduct, sales and customer-facing teams, agents, joint venture partners, recruitment, consultancy arrangements and gifts and hospitality across the organisation. The risks are widely distributed, so the controls need to be as well.

Second, the international framework matters even where the immediate prosecution risk is in the UK. Multinational organisations are routinely held to the highest applicable standard. A control that satisfies the Bribery Act but falls short of the FCPA on books and records, or the OECD standard on due diligence, will not survive scrutiny in the markets it operates in.

Third, the programme that satisfies section 7 of the Bribery Act is usually close to the programme needed across the wider failure to prevent framework. The six principles in the Ministry of Justice guidance reappear, with adaptation, in later government guidance on related corporate offences. The architecture is the same, even where the operational detail differs.

Further reading and resources

The following primary sources are the most useful companions to this session. All are publicly available.

• Bribery Act 2010. Sections 1, 2, 6 and 7 are the principal offences. Available at legislation.gov.uk.
• Ministry of Justice guidance on the Bribery Act 2010. The statutory guidance under section 9 of the Act. Originally published 30 March 2011, and updated since. Available at gov.uk.
• Joint Prosecution Guidance of the Director of the Serious Fraud Office and the Director of Public Prosecutions. On the Bribery Act 2010. Available at sfo.gov.uk.
• Sentencing Council Definitive Guideline on Fraud, Bribery and Money Laundering. In force since 1 October 2014. Available at sentencingcouncil.org.uk.
• FCA Financial Crime Guide, chapter 6. Available through the FCA Handbook.
• SFO guidance on corporate cooperation and enforcement. Available at sfo.gov.uk.
• Current UK anti-corruption strategy and related government policy material. Available at gov.uk.
• OECD Anti-Bribery Convention. Available at oecd.org.
• UN Convention against Corruption. Available at unodc.org.
• ISO 37001. Anti-bribery management systems. Available through ISO and BSI.
• Bribery, Corruption and the Modern Compliance Challenge. The companion guide on this site.
• New Zealand resources. Crimes Act 1961, sections 99 to 106. Available at legislation.govt.nz.
• Australia resources. Criminal Code Act 1995 (Cth), sections 70.2, 70.5A, 141 and 142. Available at legislation.gov.au.