Canadian Lawyer InHouse

By Jim Middlemiss Making sure employees understand what corruption is can be half the battle. P rimero Mining Corp. is a young Canadian company cashing in on the global demand for precious metals by digging for gold and silver in Mexico. "We're going through a growth period," says Maura Lendon, vice president and chief general counsel at the company, which was launched in 2007. Like any company that's growing internationally, Lendon faces the challenge of ensuring Primero complies with the expanding regime of anti-corruption laws that governments around the world are rolling out. "Growing from a smaller company to a bigger company, that in itself is a trigger to review policies and processes to ensure they support continuing compliance," explains Lendon. "Naturally, legislative change also factors into our initiatives to update and enhance our compliance processes." The latest federal government legislative change she has to contend with includes amendments to the Corruption of Foreign Public Officials Act. The amendments include: • Create a new books and offences re cord to prevent companies from trying to hide bribes. 28 • o c t ob er 2013 • tiffen penalties to a maximum of S 14 years from five and eliminate conditional sentences or discharges. • ake it easier for police to prosecute M bribes that happen outside of Canada. • ake facilitation payments illegal (that M part of the legislation isn't in force yet). • xtend the act to cover non-profit E organizations. Canada tightens anti-corruption laws Lawyers say the amendments bring Canada in line with similar U.S. and U.K. laws and address criticisms Canada faced from the Organisation for Economic Co-Operation and Development that it was soft on corruption. John Keefe, a litigator at Goodmans LLP, says "the amendments serve to update the legislation and bring it more in line with what the international community is expecting of Canada." Corruption has been headline news in Canada of late with a number of high-profile cases taking centre stage. The one that shook Bay Street the most and sent shivers through corporate boardrooms involves SNC-Lavalin. The global engineering giant saw its former CEO, INHOUSE Pierre Duhaime, arrested by Quebec's anti-corruption squad on fraud charges related to hospital construction in that province. Its former head of construction, Riadh Ben Aissa, was arrested in Switzerland on charges related to money laundering and corruption in dealings within North Africa. He has also been caught up in the Quebec probe. In a recent column in The Globe and Mail, noted businessman Gwyn Morgan, who was SNC's chairman during the time, said the 16 months after the company "learned of two large payments made by SNC-Lavalin under so-called 'agency agreements' whose documentation was tied to construction projects that did not exist" were the "most disturbing and challenging of my four-decade career in business." But SNC is not the only Canadian poster child for allegedly corrupt practices. During the lead up to Griffiths Energy International Inc.'s initial public offering, management learned about a $2-million bribe paid to the wife of an ambassador to land, oil, and gas concessions in Chad. The Calgary company, now renamed Caracal Energy Inc., reported the incident and pleaded guilty to charges under

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