Canada: Anti-Corruption & Bribery Comparative Guide

1 Legal and enforcement framework

1.1 Which legislative and regulatory provisions govern anti-corruption in your jurisdiction, from a regulatory (preventive) and enforcement (criminal) perspective?

Anti-corruption and bribery are primarily enforced under two federal statutes:

• the Corruption of Foreign Public Officials Act (CFPOA); and
• the Criminal Code.

The CFPOA applies to corrupt practices in relation to foreign public officials. It prohibits persons or companies from bribing foreign public officials to obtain or retain advantages in the course of business.

The Criminal Code prohibits domestic bribery and corruption. Sections 119-124, 380 and 426 create offences that encompass various forms of corruption, including:

• bribery of various officials;
• fraud;
• breach of trust; and
• various corrupt accounting and record-keeping practices.

Other Criminal Code charges, such as possession of the proceeds of crime (Section 354), may also accompany corruption charges.

In Quebec, anti-corruption compliance is also enforced by the Unité Permanent Anticorruption pursuant to the province's Anti-corruption Act.

Additional laws with anti-corruption components include the following:

• The Conflict of Interest Act applies to federal public office holders. Provincial acts similarly address conflicts of interest in provincial government.
• The Elections Act prohibits the offering or accepting of bribes, gifts or other advantages that might reasonably be seen to have been given to influence the election-related choices made by individuals during an election period.
• The Extractive Sector Transparency Measures Act imposes additional reporting obligations on mining, oil and gas companies for payments made to foreign and domestic governments.
• The Proceeds of Crime (Money Laundering) and Terrorist Financing Act captures certain bribery and corruption offences through strict reporting requirements.

1.2 Which bilateral and multilateral instruments on anti-corruption have effect in your jurisdiction?

Under Canadian law, international legal obligations must be implemented through domestic law before they have effect. The Corruption of Foreign Public Officials Act came into force on 14 February 1999 to meet Canada's obligations under the following international instruments, to which the country is a party:

• the Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
• the United Nations Convention against Corruption; and
• the Inter-American Convention against Corruption.

Canada is also a party to the United Nations Convention against Transnational Organised Crime.

1.3 Are there accessible directives or other guidance from enforcement authorities in your jurisdiction?

Yes – they include the following:

• Royal Canadian Mounted Police (RCMP): The RCMP – Canada's principal enforcement authority regarding corruption under the CFPOA – maintains an accessible webpage outlining:
• • examples of corruption;
  • the impact of corruption; and
  • tools and resources to combat and prevent corruption.
• Public Prosecution Service of Canada (PPSC): The director of the PPSC, which prosecutes offences under the CFPOA and the Criminal Code, has issued guidelines on corruption of foreign public officials. This publicly accessible document provides guidance to federal prosecutors on the interpretation and application of the CFPOA, with an emphasis on liability and the factors affecting prosecutions.
• Government: The government has published The Corruption of Foreign Public Officials Act: A Guide, which summarises the provisions of the CFPOA and the Competition Bureau's enforcement approach to cases involving foreign corruption. It includes information about:
• • prohibited activities;
  • the potential consequences of violating the CFPOA; and
  • the factors that the bureau will consider when deciding whether to initiate an investigation.

1.4 Which bodies are responsible for enforcing the applicable laws and regulations? What powers do they have?

The RCMP is exclusively responsible for enforcing the CFPOA. All credible foreign bribery allegations – including those initially reported to other Canadian law enforcement agencies or government officials – will be referred to the RCMP for evaluation and investigation. The RCMP's Federal Policing Criminal Operations Directorate manages the International Anti-Corruption Program. Although not an enforcement body, Canada's financial intelligence unit, the Financial Transactions and Reports Analysis Centre of Canada, produces actionable intelligence that it is required to disclose to law enforcement authorities which are investigating cases of foreign corruption under the CFPOA.

Criminal Code anti-corruption and bribery offences may be investigated by:

• the RCMP; or
• provincial or municipal police organisations.

The PPSC is responsible for the prosecution of offences under the CFPOA.

1.5 What are the statistics regarding past and ongoing anti-corruption procedures in your jurisdiction?

As of August 2023, under the Corruption of Foreign Public Officials Act, there were:

• 19 active investigations;
• six convictions;
• two cases in which charges had been laid but which had not yet concluded; and
• one remediation agreement.

1.6 What are the shortcomings identified in your jurisdiction's anti-corruption legislation (including recommendations of the Organisation for Economic Co-operation and Development, where applicable)?

In its Phase 4 Report, published in 2023, the OECD highlighted ongoing shortcomings in Canada's anti-corruption regime, including the following:

• low enforcement of the foreign bribery offence, especially in view of the size of the Canadian economy and the industrial sectors in which Canadian companies operate;
• a general lack of detailed statistics on foreign bribery detection sources and enforcement; and
• a dearth of measures ensuring that the regime for liability of legal persons and whistleblower protections for foreign bribery aligns with the standards under the Anti-Bribery Recommendation.

The same report noted the steps that Canada has taken to strengthen its legislative framework to combat foreign bribery, including the introduction of:

• significant reforms to the CFPOA; and
• the introduction of the remediation agreement regime in 2018.

2 Definitions and scope of application,

2.1 How is 'public corruption' or 'bribery of a public official' defined in the anti-corruption legislation?

Section 3(1) of the Corruption of Foreign Public Officials Act (CFPOA) defines the offence of 'bribing a foreign public official' as follows:

The Criminal Code defines 'bribery' as "directly or indirectly, corruptly accepting, obtaining, agreeing to accept or attempting to obtain, for themselves or another person, any money, valuable consideration, office, place or employment". This definition can be found in Sections 119 (bribery of judicial officers) and 120 (bribery of officers).

2.2 How is a 'public official' defined in the anti-corruption legislation? How is a 'foreign public official' defined?

The CFPOA defines a 'foreign public official' as:

• a person who holds a legislative, administrative or judicial position of a foreign state (ie, a country other than Canada);
• a person who performs public duties or functions for a foreign state, including a person employed by a board, commission, corporation or other body or authority that is:
• • established to perform a duty or function on behalf of the foreign state; or
  • performing such a duty or function; and
• an official or agent of a public international organisation that is formed by:
• • two or more states or governments; or
  • two or more such public international organisations.

For the purposes of the Criminal Code provisions:

• an 'official' is a person who holds an office or is appointed or elected to discharge a public duty;
• the term 'office' includes:
• • an office or appointment under the government;
  • a civil or military commission; and
  • a position or employment in a public department; and
• the term 'government' includes:
• • the government of Canada;
  • the government of a province of Canada; or
  • the king in right of Canada or a province.

2.3 How is 'private corruption' or 'bribery in the private sector' defined in the anti-corruption legislation?

These offences are primarily addressed under the Criminal Code. Section 426 defines the offence of corrupt 'secret commissions' in the context of agency relationships as follows:

This offence applies to both the giver and the receiver of the bribe.

The Criminal Code identifies additional corrupt practices which apply to private sector interactions, including fraud (Section 380) and money laundering (Section 462.31).

2.4 How is 'bribe' defined in the anti-corruption legislation?

The CFPOA defines a 'bribe' as "giving, offering or agreeing to give, directly or indirectly, a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a foreign public official":

• in consideration for an act or omission by the official in connection with the performance of his or her duties or functions; or
• to induce the official to use his or her position to influence any acts or decisions of the foreign state or public international organisation for which he or she performs duties or functions.

Section 119 of the Criminal Code defines 'bribery of a judicial officer' as "giving, offering, or agreeing to give or offer a loan, reward, advantage, or benefit of any kind, directly or indirectly, to a public official or to any person for the benefit of a public official" in respect of anything done or omitted to be done or omitted by the public official in his or her official capacity.

Section 120 defines 'bribery of an officer' as:

These definitions apply to both the giver and the receiver of the payment or benefit.

2.5 What other criminal offences are identified and defined in the anti-corruption legislation?

• CFPOA:
• • fraudulent, false and inadequate record-keeping for the purpose of bribing a foreign public official (Section 4).
• Criminal Code:
• • frauds on the government (Section 121);
  • breach of trust by a public officer (Section 122);
  • municipal corruption (Section 123);
  • selling or purchasing an office (Section 124);
  • influencing or negotiating appointments or dealing in offices (Section 125);
  • money laundering (Section 462.31);
  • fraud (Section 380);
  • attempting to commit criminal offences (Section 463); and
  • conspiracy to commit criminal offences (section 465).

The Criminal Code identifies other offences which may overlap with anti-corruption violations, including:

• theft;
• mischief; and
• possession of property obtained by crime.

2.6 Can both individuals and companies be prosecuted under the anti-corruption legislation?

Yes, both individuals and companies can be prosecuted under the CFPOA and the Criminal Code. The CFPOA adopts the definition of 'person' outlined in Section 2 of the Criminal Code, which includes:

• individuals;
• the king; and
• organisations.

Under the Criminal Code, the same definition applies to 'every one'.

Thus, under every section where an offence is defined by the acts of a 'person' (or 'every one' under the Criminal Code), both individuals and companies that commit those acts may be prosecuted. These sections include the following:

• Corruption of Foreign Public Officials Act:
• • bribery of foreign public officials (Section 3); and
  • fraudulent, false and inadequate record keeping for the purpose of bribing foreign public officials (Section 4).
• Criminal Code:
• • bribery of judicial officers (Section 119);
  • bribery of officers (Section 120);
  • frauds on the government (Section 121);
  • municipal corruption (Section 123);
  • selling or purchasing office (Section 124);
  • influencing or negotiating appointments or dealing in offices (Section 125);
  • secret commissions (Section 426);
  • money laundering (Section 462.31);
  • fraud (Section 380);
  • attempts to commit criminal offences (Section 463); and
  • conspiracy to commit criminal offences (Section 465).

2.7 Can foreign companies be prosecuted under the anti-corruption legislation?

Yes, foreign companies can be prosecuted under the CFPOA and/or the Criminal Code, as long as a significant portion of the activities constituting the offence took place in Canada such that there is a 'real and substantial link' between Canada and the offence. Whether a real and substantial link exists is a fact-specific inquiry. For the purpose of this inquiry, the link between Canada and the offence can include both the illegitimate and the legitimate elements of the impugned transaction.

2.8 Does the anti-corruption legislation have extraterritorial reach?

Yes. Generally, Canada has territorial jurisdiction over an offence where there is a 'real and substantial link' between Canada and the offence.

More specifically, Section 5 of the CFPOA makes it an offence to commit an act or omission outside Canada that, if committed in Canada, would constitute an offence under Section 3 or 4 (bribery and accounting offences, respectively). Pursuant to Section 5(2), if a person is alleged to have committed an act or omission that is deemed to have been committed in Canada, proceedings for an offence in respect of that act or omission may be commenced in any territorial division in Canada, whether or not that person is in Canada. That person may be tried and punished for that offence as if the offence had been committed in that territorial division.

Section 481.2 of the Criminal Code grants jurisdiction over offences occurring outside of Canada except where otherwise prevented by acts of Parliament. This section applies only in conjunction with another act of Parliament conveying jurisdiction; it does not provide freestanding authority to assert jurisdiction. Notwithstanding this limitation, Canadian criminal courts do have jurisdiction in the following circumstances, among others:

• where public service employees commit indictable offences outside of Canada while employed; and
• where Canadian citizens, permanent residents or individuals ordinarily resident in Canada commit offences including fraud and money laundering in relation to 'cultural property'.

3 Corruption and bribery

3.1 How are gifts, hospitality and expenses treated in your jurisdiction?

Neither the Corruption of Foreign Public Officials Act (CFPOA) nor the Criminal Code provides specific guidance with respect to gifts and hospitality. The Royal Canadian Mounted Police, Canada's principal enforcement authority regarding the CFPOA, identifies "giving a public official extravagant gifts" and "making a large charitable donation (linked to a public official)" as examples of corruption. Export Development Canada's Code of Conduct directs employees to consider the following questions before offering or accepting gifts or hospitality:

• Is it considered a normal expression of courtesy and consistent with local standards and customs, without the appearance of favourable treatment?
• Could it call into question your or the company's objectivity or impartiality?
• Could it compromise the company's integrity or reputation?
• Could it influence anyone's judgement or performance?

The CFPOA states that no person is guilty of an offence if the loan, reward, advantage or benefit was made to pay reasonable expenses incurred in good faith that are directly related to:

• the promotion, demonstration or explanation of the person's products and services; or
• the execution or performance of a contract between the person and the foreign state for which the official performs duties or functions.

The provisions of the CFPOA and the Criminal Code are not meant to infringe upon legitimate business practices. Ultimately, the treatment of gifts, hospitality and expenses is context specific. The assessment may include:

• the role of the gift in legitimate business practice;
• the intent behind the gift; and
• the effect of the appearance of offering or accepting the gift.

3.2 How are facilitation payments treated in your jurisdiction?

'Facilitation payments' – defined as payments made to foreign public officials to secure or expedite the performance of acts of a routine nature that are within the scope of the official's duties – are considered foreign bribery offences for the purposes of the Corruption of Foreign Public Officials Act (CFPOA). They are not permitted under Canadian law, regardless of whether they take place in Canada or abroad.

Facilitation payments were previously an enumerated exception to the CFPOA Section 3 bribery offence, but they were eliminated pursuant to an amendment to the CFPOA that came into force on 31 October 2017.

3.3 How is bribery through intermediaries and other third parties treated in your jurisdiction? Can those third parties be held liable?

Under Section 3 of the Corruption of Foreign Public Officials Act (CFPOA) and Sections 119-121 and 426(1) of the Criminal Code, both direct and indirect (ie, via a third party) bribery is prohibited.

A third party may be held liable as long as the essential elements of the relevant bribery offence, pursuant to the CFPOA or the Criminal Code, are made out on the third party's acts and omissions.

3.4 Can a company be held liable for bribery committed by management or other employees?

Pursuant to Section 22.2 of the Criminal Code, companies will be held liable where an offence is committed with the knowledge of a senior officer. A 'senior officer' is a representative who:

• plays an important role in the establishment of an organisation's policies; or
• is responsible for managing an important aspect of the organisation's activities.

Even middle managers may be considered senior officers for the purpose of this section of the Criminal Code.

In addition, where an employee commits an offence under Section 426(1) of the Criminal Code and the company is knowingly privy to the commission of that offence, the company will be liable. Section 426(1) prohibits corruptly giving, offering or agreeing to give or offer any reward, advantage or benefit of any kind as consideration for:

• doing or not doing any act relating to the affairs or business of a principal; or
• showing or not showing favour or disfavour to any person with relation to the affairs or business of the principal.

The definition of 'principal' includes an employer.

3.5 Can a company be held liable for bribery committed by domestic or foreign subsidiaries?

Yes. Under Section 3 of the CFPOA and Sections 119-121 and 426(1) of the Criminal Code, both direct and indirect bribery is prohibited. A parent company can therefore:

• be found to have indirectly committed a bribery offence carried out by a subsidiary; and
• be found liable under the Criminal Code for aiding and abetting or counselling a CFPOA offence committed by a subsidiary.

3.6 Post-merger or acquisition, can a successor company be held liable for bribery committed by legacy companies?

This depends on the manner in which the transaction was effected. Following a merger, the successor company assumes the legacy companies' liabilities. In contrast, in asset acquisitions, the contract between the parties dictates whether the legacy companies' liabilities were assumed by the successor company. Canadian courts have recognised that the doctrine of successor liability could apply in certain cases of asset acquisition, but whether and to what degree liability for bribery might follow a successor company is an unsettled issue in Canadian law.

4 Compliance

4.1 Is implementing an anti-corruption compliance programme a regulatory requirement in your jurisdiction?

No, this is not a regulatory requirement in Canada.

4.2 What compliance best practices should a company implement to mitigate the risk of anti-corruption violations?

Best practices are not 'one size fits all' and will depend on the nature and size of each company. Generally, the following practices can be implemented to mitigate the risk of anti-corruption violations in Canada:

• adopting a code of conduct that includes information specific to corruption, bribery, gifts, hospitality, expenses and other high-risk areas relevant to the company;
• conducting regular risk assessments to identify areas of potential risk within the company and in its interactions with third parties;
• implementing thorough due diligence procedures to assess third-party partners, including agents, to ensure that they do not present a corruption risk;
• providing regular anti-corruption training, with may be undertaken with the assistance of the Royal Canadian Mounted Police;
• implementing financial controls, including proper record-keeping procedures and regular audits;
• establishing functional whistleblower protocols to enable employees to report any concerns about corruption or unethical behaviour; and
• establishing functional procedures for prompt and thorough internal investigations in response to allegations of corruption or unethical behaviour.

4.3 Which books and records requirements have relevance in the anti-corruption context?

Section 4 of the Corruption of Foreign Public Officials Act (CFPOA) prohibits, for the purpose of bribing a foreign public official:

• establishing or maintaining accounts which do not appear in any required books or records;
• making transactions that are not recorded in those books, or that are inadequately identified in them;
• recording non-existent expenditures in those books and records;
• entering liabilities with incorrect identification of their object in those books and records;
• knowingly using false documents; or
• intentionally destroying accounting books and records earlier than permitted by law.

Sections 397-400 of the Criminal Code prohibit the falsification of books and documents with intent to:

• defraud;
• deceive;
• induce persons to become shareholders or partners in a company; or
• induce persons to entrust or advance anything or enter into any security for the benefit of a company.

Other Canadian statutes outline various books and records requirements that may have relevance in the anti-corruption context, including:

• the Canada Business Corporations Act;
• the Income Tax Act; and
• the Proceeds of Crime (Money Laundering) and Terrorist Financing Act

4.4 Are companies obliged to report financial irregularities or actual or potential anti-corruption violations?

No. However, under the remediation agreement regime, which came into effect in September 2018, whether a corporation self-reported is a factor for prosecutors to consider in determining whether a remediation agreement is in the public interest and appropriate in the circumstances. The benefit of a remediation agreement is that proceedings will be stayed if the offending organisation complies with the terms of the agreement.

Self-reporting and cooperation with an investigation are also relevant factors under general sentencing principles and may be considered mitigating.

4.5 Does failure to implement an adequate anti-corruption programme constitute a regulatory and/or criminal violation in your jurisdiction?

No, failure to implement an adequate anti-corruption programme does not in itself constitute a regulatory or criminal violation in Canada.

5 Enforcement

5.1 Can companies that voluntarily report anti-corruption violations or cooperate with investigations benefit from leniency in your jurisdiction?

Yes, particularly in the context of remediation agreements. Canada adopted a deferred prosecution agreement regime based on remediation agreements in September 2018. If a prosecutor proceeds by way of a remediation agreement and the offending organisation complies with the terms of that agreement, the criminal proceedings will be stayed. Under this regime, whether a corporation self-reports and cooperates with an investigation are factors for prosecutors to consider in determining whether a remediation agreement is in the public interest and appropriate in the circumstances.

Self-reporting and cooperation with an investigation are also relevant factors under general sentencing principles and may be considered mitigating.

5.2 Can the existence of an anti-corruption compliance programme constitute a defence to charges of anti-corruption violations?

No, but it may be considered relevant in pre-trial and sentencing negotiations.

5.3 What other defences are available to companies charged with anti-corruption violations?

Section 3(3) of the Corruption of Foreign Public Officials Act states that no person is guilty of bribing a foreign public official if the loan, reward, advantage or benefit in question:

• is permitted or required under the laws of the foreign state or public international organisation for which the foreign public official performs duties or functions; or
• was made to pay the reasonable expenses incurred in good faith by or on behalf of the foreign public official that are directly related to:
• • the promotion, demonstration or explanation of the person's products or services; or
  • the execution or performance of a contract between the person and the foreign state for which the official performs duties or functions.

More generally, the same statutory and common law defences available to persons charged with other crimes are available to persons charged with anti-corruption violations. These include:

• defences grounded in the prosecutor's burden of proof;
• process-oriented defences;
• substantive statutory and common law defences; and
• defences grounded in the Canadian Charter of Rights and Freedoms.

5.4 Can companies negotiate a pre-trial settlement through plea bargaining, settlement agreements or similar?

Yes. Pre-trial negotiations and resolution discussions are common in Canadian criminal law and are not barred by statute or otherwise prohibited for corruption and bribery offences.

Specific to anti-corruption violations under both the Corruption of Foreign Public Officials Act and the Criminal Code, the prosecutor may enter into negotiations for a remediation agreement with an organisation that is alleged to have committed an offence if the following conditions are met:

• There is a reasonable prospect of conviction with respect to the offence;
• The act or omission that forms the basis of the offence:
• • did not cause and was not likely to have caused serious bodily harm or death, or injury to national defence or national security; and
  • was not committed in association with a criminal organisation or terrorist group;
• Negotiating the agreement is in the public interest and appropriate in the circumstances; and
• The attorney general consents to the negotiation of the agreement.

The prosecutor must consider a number of factors when making this decision, including:

• the circumstances and impact of the offence;
• whether the organisation took any disciplinary action against involved persons; and
• whether the organisation made reparations.

If the negotiation is successful and the company enters into, and successfully abides by, a remediation agreement, the proceedings against that company will be stayed.

5.5 What penalties can be imposed for violations of the anti-corruption legislation? Can non-exhaustive penalties be imposed for such violations (eg, exclusion from public procurement, exclusion from entitlement to public benefits or aid, disqualification from the practice of certain commercial activities, judicial winding up)?

Offences under the Corruption of Foreign Public Officials Act may be subject to imprisonment for up to 14 years.

Under the Criminal Code:

• sentences of up to 14 years' imprisonment may be imposed for:
• • bribery of officers and judicial officers; and
  • fraud; and
• sentences of up to five years' imprisonment may be imposed for:
• • fraud on government;
  • municipal corruption;
  • selling or purchasing an office;
  • influencing or negotiating appointments; and
  • dealing in offices.

Additional sanctions, including fines and restitution orders, are subject to judicial discretion. These might be agreed upon in advance through pre-trial resolution discussions or sentencing negotiations.

If a company successfully enters into a remediation agreement, the agreement must include the following:

• with respect to any property, benefit or advantage that was obtained or derived from the corruption offence, an obligation for the organisation to forfeit it or otherwise deal with it as the prosecutor directs;
• an indication of the obligation for the organisation to pay a penalty to the receiver general or to the treasurer of a province for each offence, including:
• • the amount to be paid; and
  • any other terms respecting payment; and
• an indication of any reparations, including restitution.

Companies convicted of bribery offences may also face civil action and/or disqualification from public procurement contracts under provincial statutes.

5.6 What is the statute of limitations to prosecute anti-corruption violations in your jurisdiction?

Under Canadian law, there are two types of criminal offences:

• indictable offences (considered more serious); and
• summary conviction offences (considered less serious).

Hybrid offences are offences where the prosecution can elect to proceed either summarily or by indictment. There is no statute of limitations for indictable offences. Proceedings in relation to summary offences (or hybrid offences where the prosecution elects to proceed by way of summary conviction) must be instituted within 12 months of the offence.

All bribery and corruption offences under the Corruption of Foreign Public Officials Act and the Criminal Code discussed herein are indictable offences only, except for the general offence of fraud under Section 380 of the Criminal Code, which is a hybrid offence. Fraud under C$5,000 can be prosecuted by way of summary conviction.

6 Trends and predictions

6.1 How would you describe the current anti-corruption enforcement landscape and prevailing trends in your jurisdiction? Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?

Canada has taken several steps to improve anti-corruption enforcement, including:

• significant reforms to the Corruption of Foreign Public Officials Act (CFPOA); and
• the addition of the remediation agreement regime.

However, enforcement statistics are generally low compared to the size of Canada's economy and the industrial sectors in which Canadian companies operate, as highlighted by the Organisation on Economic Co-operation and Development's Phase 4 report. As of August 2023, there were 19 active investigations and two cases in which charges were laid but not yet concluded under the CFPOA. The number of cases may signal an increased focus on enforcement of anti-corruption laws; but because this is the first year in which investigation numbers were reported, this trend will have to be confirmed through future reports.

To our knowledge, no significant new developments (including proposed legislative reforms) are anticipated in the next 12 months.

7 Tips and traps

7.1 What are your top tips for the smooth implementation of a robust anti-corruption compliance programme and what potential sticking points would you highlight?

Compliance programmes and potential sticking points are fact and context specific, but we would generally highlight the following:

• Regular and thorough risk assessments are advisable, particularly in high-risk areas such as gifts and hospitality, which may easily be caught under the broad language of the Corruption of Foreign Public Officials Act and the Criminal Code.
• Due diligence should be applied in instances of mergers and acquisitions, both to:
• • the liabilities of the legacy companies; and
  • the successor company's inheritance of those liabilities.
• This is particularly important for asset acquisitions, where the question of successor liability is unsettled in Canadian law.
• Due diligence when assessing third-party partners, including agents, is critical.
• Regular, thorough training on anti-corruption and bribery law and policies is ideal. It may be preferable to establish a code of conduct, possibly in conjunction with the Royal Canadian Mounted Police, to help individuals navigate the anti-corruption landscape. A code of conduct should:
• • include clear direction in high-risk areas; and
  • provide resources for individuals who require further assistance.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.