Lessons for the compliance programme of a trader in Zug

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The three cases define the standard that a trader in Zug must meet to avoid liability under Article 102. Although the standard is not codified in detail, its elements can be derived from the decisions and from the international guidance on anti-corruption compliance.¹

The first element is a commitment of the board and the management to the prevention of bribery, expressed in a clear policy and supported by adequate resources for the compliance function. The second is a risk assessment that identifies the countries, counterparties and transactions with the highest risk and directs the compliance effort towards them. The third is the due diligence on intermediaries: the identification of their owners, the verification of their qualifications and of the services they provide, the justification of their remuneration, contractual undertakings on compliance and audit rights, and the monitoring of their activities and payments throughout the relationship. The fourth is the control of payments, including the requirement that payments be made only to accounts in the name of the intermediary, in the country where the services are provided, against documented services. The fifth is the training of the staff, above all the traders and the managers who deal with state-owned counterparties. The sixth is a system for reporting suspicions, protected against retaliation. The seventh is the consistent investigation of red flags and the sanctioning of violations.

The cases also show the importance of documentation. A company that must defend itself against a charge under Article 102 must demonstrate that it took the required measures at the time of the offence, which may lie a decade or more in the past. The documentation of the compliance programme, of the due diligence on intermediaries and of the reaction to red flags is therefore essential and must be retained for the period during which proceedings may be brought.

Notes

UK Ministry of Justice, "Bribery Act 2010: Guidance to help commercial organisations prevent bribery", published 11 February 2012, last updated 22 January 2025, gov.uk: guidance under section 9 on the adequate procedures defence to the section 7 offence, built on six principles (proportionality, top-level commitment, risk assessment, due diligence, communication, monitoring and review). US Department of Justice, Criminal Division, "Evaluation of Corporate Compliance Programs", updated September 2024, justice.gov. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of September 2025.

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Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

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Lessons for the compliance programme of a trader in Zug

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