Loi Sapin II

In French Criminal Code, bribery itself is defined as proffering, without any right, at any moment, directly or indirectly, offers, promises, gives any presents or advantages, to influence a public official to perform or not perform any act and favor within their occupation, position, and office. However, since many international organizations criticized the lack of enforcement of anti-corruption laws in France, the French government on 9 December 2017 promulgated a new anti-bribery law “Loi Sapin II pour la transparence de la vieéconomique” (Sapin II) to significantly strengthen and improve the anti-corruption system currently in place.

Loi Sapin II has main additional provisions, such as the establishment of an anticorruption body, French Anticorruption Agency (AFA), which is tasked to participate in preventing acts of corruption, draft recommendations to help commercial entities to comply with relevant rules and laws, check the actual efficiency and practices of compliance mechanisms in place, and punish any violation or breach. The new law also mandated the establishment of a criminal settlement procedure.

Loi Sapin II also extends the extraterritorial jurisdiction of the French Criminal Code to be applicable to briberies and corruption conducted not only by a French citizen or person residing in France but also to any person carrying out all or parts of his/her economic activity in the French territory. In addition, the new anti-corruption law increased the protection of whistleblowers who are guaranteed with anonymity, protection from dismissal, penalization, or discrimination.

Adequate measures

Pursuant to Loi Sapin II, Directors of companies with at least 500 employees and a turnover above EUR 100 million operating in France, are required to implement a specific internal compliance program to fight corruption and trading in influence. The system must include:

  • A specific code of conduct defining the types of behavior to be prohibited
  • Internal whistleblowing system
  • Risk mapping and assessment
  • Process of assessing (due diligence) the clients, suppliers, and partners
  • Accounting control procedures
  • Regular training program for employees
  • Disciplinary arrangements to sanction violations of the code of conduct
  • A system for internal controls and assessment procedures to evaluate the mechanism

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