The UK government has published long-awaited draft legislation that will create new criminal offenses to combat bribery, including measures aimed at foreign companies.

The draft Bribery Bill, if enacted, would bring the UK into line with its international obligations to deal with companies that bribe overseas officials. The country has a woeful record in this area, and has come under repeated fire from the OECD for not taking action.

The main focus of the Bill is a clearer set of offenses on bribery, replacing a mix of laws that the UK has not updated since 1916. However, the big issue for corporate compliance officers is the creation of a new offense of negligently failing to prevent bribery.

“This puts directors and senior managers firmly on the hook for corrupt practices at home or abroad,” says Will Kenyon, forensic services partner at PricewaterhouseCoopers. “The fact that the offense carries both corporate and personal criminal liability for corruption within a company should make directors sit up and listen.”

In a briefing note on the Bill, law firm Fulbright & Jaworski cautioned that its definition of “commercial organization” is wide in scope, meaning that international as well as domestic companies are at risk of committing an offense.

The firm said that a non-UK company falls within the proposed laws if it “carries on business” in England, Wales, or Northern Ireland—it doesn’t have to have a listing in the UK.

But it flagged up an important defense provided by the Bill: A company would be off the hook if it can show that it had “adequate procedures” in place to prevent bribery and there has been no negligence on the part of a senior official, such as a director or manager.

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