Ten Years after Siemens: Changes in German and International Corporate Compliance - Presentation for AGIG 78th Seminar
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Ten Years after Siemens: Changes in German and International Corporate Compliance Presentation for AGIG 78th Seminar Eric Mayer, Partner GSK Stockmann Frankfurt, November 22, 2018
Ten Years after…
1. Setting the Scene
2. Trends
3. Best Practices
4. Outlook
2
1. Setting the Scene
Just recently in the Pleistocene …
„It can not be expected from a German entrepreneur
that he renounces in countries where new business can
only be won through bribing public officials from such
means completely thus leaving the business for less
scrupulous competitors.
He will hence not be in a position to claim a violation of
contractual duties on the part of his employees and
agents who are using bribe payments in a locally
typical way. Under some circumstances he will even
be obliged to reimburse the bribe payments according
to sections 670, 675 BGB; 87d HGB.“
German Federal Supreme Court May 8, 1985
4 Source: Bundesgerichtshof Decision of 08.05.1985 Az IVa ZR 138/83; BGH NJW 1985, 2405; 2406
…a bit later in the Holoscene
Is Compliance strengthening
German Corporations?
Moral Obligation and Part of
sustainable Value Creation
I am always hearing the statement that “everybody would pay to get businesss in
certain countries”. Some are even very candid about that. In 2010, an entrepreneur
of a medium-sized company told in an interview that he had paid bribes more than
once. He went on claiming that the fight against corruption and the development of
compliance in corporations would be “pure hypocrisy” and that he would only know
such companies for which new business were always more important than
their compliance department.
This is even more surprising when considering that German corporations should have
responded much earlier. Already back in 1997 the Federal Cabinet was discussing
changes around “useful expenses”. In 1998 the respective changes were implemented
and from 1999 commercial bribery outside Germany became a crime.”
Dr. Theo Waigel
1989 - 1998 Federal Minister of Finance,
2009 – 2011 US DoJ / SEC Independent Compliance Monitor
at Siemens AG as GSK Stockmann of Counsel
„Kompass“, Members Journal of Wirtschaftsbeirat Bayern
December 2012
5
Siemens today: looking peaceful… Photo: Eric Mayer, Siemens Munich-Neuperlach, November 16, 2019
…yet not so tranquil exactly 12 years ago „Siemens Bribery Scandal The prosecutors are investigating according to earlier statements whether the money out of the Siemens company account allegedly transferred to accounts of front firms in Switzerland and Liechtenstein was used for bribe payments. The prosecutors stated having seized 36 000 files of archived material and between 200 to 300 files of current business papers. Last week 270 police officers, public prosecutors and tax investigators searched in a large-scale raid the corporate headquarters in Munich and about 30 further company sites in Germany and Austria in the context of fraud allegations.“ Frankfurter Allgemeine Zeitung, November 22, 2006 7
The Siemens Case in a Nutshell
Corruption in various Projects Total Cost of Non-Compliance
Mass-transport railway projects in Venezuela
SEC Disgorgement of Profits 350 MUSD
Underground trains and signalling equipment in China DOJ Fine 450 MUSD
Electricity power plant in Israel Staatsanwaltschaft München: 395 MEUR
High tension power current cables in China Violation of Duty of Supervision
Mobile telecommunication network in Bangladesch Staatsanwaltschaft München:
Telecommunication project in Nigeria Complex Telecommunication (2007) 201 MEUR
Personal identity card system in Argentinien
External Advisory Cost
Medical devices in Vietnam, China and Russia
in FY 2007 und 2008 857 MEUR
Trafic control systems in Russia
Refineries in Mexico
Mobile telecommunication network in Vietnam
Electricity power plants and –equipment in Iraq within
the UN Oil for Food Programme
´
Staatsanwaltschaft München I
In addition, Siemens was faced with additional
At least 4.283 payments for 332 projects non-compliance cost in the context of EU-Anti-
amounting to 1.4 BUSD for bribery of Trust fines, tax repayments and civil litigation
foreign public officials amounting to a high three-digit-million sum.
The U.S. Settlement December 12, 2008
UNITED STATES DSITRICT
DISTRICT COURT Filed 12/12/2008
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, : DEPARTMENT´S SENTENCING MEMORANDUM
: ………
Plaintiff : (page 24)
v. :
: Siemens also significantly enhanced its review and approval procedures for business
SIEMENS AKTIENGESELLSCHAFT; :
SIEMENS S.A. (ARGENTINA), : consultants, in light of the past problems. The new state-of-the-art system requires any
SIEMENS BANGLADESH LTD., and :
SIEMENS S.A. (VENEZUELA), :
employee who wishes to engage a business consultant to enter detailed information into an
: interactive computer system, which assesses the risk of the engagement and directs the request
Defendants :
: to the appropriate supervisors for review and approval.
____________________________________
The reorganization and remediation efforts of Siemens have been extraordinary and have set a
high standard for multi-national companies to follow. These measures, in conjunction with
Siemens agreement to retain a Monitor (with support from a U.S. law firm with FCPA and
compliance expertise) for a term of four years, highlight the serious commitment of Siemens to
ensure that it operates in a transparent, honest, and responsible manner going forward.
………
The „Neubürger Verdict“ December 10, 2013
Former Member of the Siemens Executive Board Settlement Amount
(EUR)
Ganswindt and Neubürger
Dr. Karl-Hermann Baumann 1 Mio. initially both refused
Siemens AG settlement
Prof. Johannes Feldmayer ca. 3 Mio. proposal (for Neubürger 4
Mio EUR)
Dr. Thomas Ganswindt 1 Mio.
Ganswindt eventually
Dr. Klaus Kleinfeld (CEO) 2 Mio. agreed to settlement in
Prof. Dr. Edward G. Krubasik 500.000 2013 and pays 500.000
EUR
Rudi Lamprecht 500.000
Ex-CFO Neubürger
Heinz-Joachim Neubürger (CFO) 2,5 Mio. initially refused settlement:
District Court / LG
Prof. Dr. Heinrich v. Pierer (Head of Supervisory Board) 5 Mio. München I, Verdict from
December 10th 2013 (Az.
Dr. Jürgen Radomski 3 Mio. 5 HK O 1387/10):
15 Mio. EUR
Dr. Uriel Sharef 4 Mio.
Eventually Neubürger
Prof. Dr. Klaus Wucherer 500.000 settled for 2,5 Mio. EURThe „Neubürger Verdict“: Details (1.)
“In order to comply with the organizational duties in case of risk exposure the executive
board is obliged to implement a compliance organization designed to avoid damage and to
control risks.”
(Munich District Court I., December 10th 2013)
Every executive board member is obliged to comply with
all legal rules relating to the company both with respect
to third parties and to the company
(Duty of Legality – “Legalitätspflicht”).
Breaches of the Duty of Legality are not covered by the
business judgment rule which otherwise and under
certain circumstances would exclude from liability for
business decisions.
In case of a breach of the Duty of Legality every
executive board member is subject to unlimited
personal liability against the company for any and all
losses caused by the executive board member‘s
negligence ( “Fahrlässigkeit”).
Executive Board Members must personally indemnify the corporation from all
losses caused by the absence of an properly implemented, regularly monitored
and continuously improved compliance programThe „Neubürger Verdict“: Details (2.)
„A functioning control system must ensure that all
payments can be reviewed at any time.“
„Hence the defendant´s statement provides no evidence
that a central collection of all contracts with
intermediaries and third parties were introduced as an
effective measure. But this would certainly have been an
effective measure as it would have become feasible on
this basis to review if and what contractual performances
had actually been rendered or if there were sham
contracts in place with consequential corruptive
payments.“
„Particularly the fact that the recipient´s registered office
was stated to be in the capital of Nigeria is not
compelling evidence that these payments were based
on proper consulting agreements.“
„These payments were originating from the defendant´s
breach of duty“
The CFO must create and oversee a system that allows monitoring
third-parties payments across the entire corporation.2. Trends
The Compliance Journey to date:
Selected Milestones
Mariano Rajoy (SP), 2018
Jacob Zuma (SA), 2018
Dilma Rousseff (BRA), 2016
United States Deutschland
?
1977 1999
Foreign Corrupt § 299 StGB
Practices Act (FCPA)
1975 20XX
14The World is flat: international Anti-Corruption Laws…
India Australia Germany Indonesia
United States
1988 / 2012 1995 1999 2001/´03/´06
1977
Prevention of Criminal Code Act Strafgesetzbuch Anti-Corruption Law,
Foreign Corrupt
Corruption Act (Division Anti-Bribery Law
Practices Act (FCPA) (§§ 299; 332, 334)
(PCA) 70, 141)
South Africa Malaysia Ireland China United Kingdom
2004 2009 2010 2011 2011
Prevention and Anti-Corruption Prevention of Criminal Code Bribery Act
Combating of Corrupt Commission Act Corruption (art. 164, 385, 389) 2010
Activities Act (Amendment) Act
2010
Germany
Canada Brasilia Russia France 2019
2013 2013 /2015 2013 2016
Verbandsstraf-
Fighting Foreign Clean Company Act / Anti-Corruption Sapin II gesetzbuch ?
Corruption Act Lei Anticorrupcao Law
(FFCA) Verbands-
Decree No. 8,420 sanktionengesetz??
OECD Convention on Combating Bribery of United Nations Convention against Corruption
Foreign Public Officials 1998 (ratified by 38 – UNCAC 2005 (ratified by 154 countries)
countries)
15…with converging Implementation Requirements
Improper
US FCPA US Sentencing UK Bribery Act CFPOA & CCA***** &
Sapin II.** Solicitation and
Resource Guide* Guidelines Guidance FFCA**** Decree 8,420
Graft Act***
Commitment of Compliance Commitment of Prevention of Top-level Pro-active business Top-level
management communication management corruption or management strategies for management
influence- commitment compliance commitment
Risk-based Continuous risk Continuous risk trafficking
approach assessment assessment offenses Internal Systematic risk Code of Conduct
Compliance Policy identification applicable to all
Code of Conduct Clear Clear Code of conduct employees and
and compliance organizational responsibilities Clearly articulated Tight control over directors and third
policies responsibilities appropriate for and Internal whistle- prohibition of foreign parties,
proportionate to blowing process misconduct expenditures
Autonomy of the Adequate authority subcontractors,
company size including
corporate and resources of agents, suppliers
whistle- Comprehensive Compliance
compliance the corporate Transparent and blower risk assessment program Regular training
function and compliance practical guidelines protection
adequate resources function Reporting Compliance Regular risk
Compliant and Compliance risk obligation in case organization assessment
Business partner Business partner accurate selection analysis of suspected procedures
due diligence due diligence of business corruption or Pre-screening of
partners Internal audit fraud business partners Fair and accurate
Mechanisms for Anonym and accounting
incentives and whistleblowing Internal and control Risk-based due Compliance
sanctions system external procedures diligence on policies Internal controls
communication of business partners
Compliance Mechanisms for Compliance Compliance Effective
compliance efforts
training incentives and trainings Independent right training whistleblower
sanctions Compliance of review mechanisms
Reporting and Compliance Monitoring and
policies
internal Compliance review Disciplinary continuous Disciplinary actions
investigations training and Compliance procedures actions including improvement
information training Appropriate due
fund reclamation diligence for the
Pre-Acquisition due material Risk-based Due and exclusion hiring and
diligence and post- Compliance Diligence of
acquisition Monitoring and monitoring and clients, supervision of third
integration control continuous major suppliers parties
improvement and
Continuous Due diligences in
improvement intermediaries M&A
(remediation)
* FCPA = US Foreign Corrupt Practices Act 1977; ** Loi Sapin II. or “Loi N° 2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique »; ***Improper
Solicitation and Graft Act or “Kim Young-Ran Act” of September 28, 2016;*** CFPOA = Corruption of Foreign Public Officials Act 1999, FFCA = Fighting Foreign Corruption Act 2013; **** CCA = Clean Company Act or “Lei
Anticorrupção”, Law No. 12.846 of August 1, 2013FCPA Special (1.): The political View 2012…
(The FCPA) „The world is laughing at us“
„is a horrible law „This country is
absolutely crazy“
and it should be „Every other country
(to prosecute
changed“ violations in Mexico goes into these places,
and they do what they
and China)
have to do“
(It puts US businesses at a) „huge disadvantage“
17 Source: Donald Trump Interview with CNBC; May 15, 2012,
http://fcpaprofessor.com/donald-trump-the-fcpa-is-a-horrible-law-and-it-should-be-changed/FCPA Special (2.): The US DoJ View 2017
“It is not for the Department of Justice to say whether
the FCPA reflects sound policymaking.“
The US Congress made that judgment.
Our mission is to detect, deter and punish violations of the
laws of the United States. (…) The FCPA is the law of the land.
We will enforce it against both foreign and domestic companies
that avail themselves of the privileges of the American
- Rob Rosenstein
marketplace.” Deputy Attorney General U.S. Department of Justice
34. FCPA Conference, Washington D.C.
November 29, 2017
18FCPA Special (3.):
Checking the Enforcement Facts
Fine + Disgorgement Year
Company FCPA Case Sum in MUSD
Petróleo Brasileiro S.A. / Petrobras (Brazil): Bribery in Brazil 1.780 2018
Telia Company AB (Sweden): Bribery in Uzbekistan 965 2017
Siemens AG (Germany): Global Bribery (+ 596 MEUR to Public Prosecutor MUC) 800 2008
VimpelCom / VEON Ltd. (Netherlands): Bribery in Uzbekistan (M&A) 795 2016
Alstom S.A. (France): Bribery in Indonesia, Saudi Arabia, Egypt & the Bahamas 772 2014
Société Générale S.A. (France): Bribery in Libya (Qaddhafi) 585 2018
Kellogg Brown Root LLC. / KBR / Halliburton (USA): Bribery in Nigeria 579 2009
Teva Pharmaceutical Industries Ltd. (Israel): Bribery in Ukraine, Russia& Mexico 519 2016
Keppel Offshore & Marine Ltd. (Singapore): Bribery in Brazil (Petrobras) 422 2017
OchZiff Capital Management Group (USA): Bribery in Africa 412 2016
Source: The FCPA Blog, September 28, 2018 http://www.fcpablog.com/blog/2018/9/28/petrobras-smashes-the-top-ten-list-and-we-explain-why
4 out of the 10 biggest FCPA fines are cases of this and last year – including the new all-time
Number One. The FCPA is one year after its 40th birthday still very much alive and kicking with
24 ongoing investigations until September 2018. (39 in 2017 and 53 in 2016)
19Increasing multijurisdictional Cooperation
Involved US Fine in Total Fine in
Company Case
Countries MSUSD MUSD
Date
UK
17.01.
Rolls-Royce plc (UK) USA 170 827
2017
Brazil
USA
21.09.
Telia AB (Sweden) Netherlands 483 965
2017
Sweden
Brazil
Angola
29.11.
SBM Offshore N.V. (Netherlands) Guinea 283 475
2017
Kazakhstan
Iraq
USA
22.12.
Keppel Offshore & Marine Ltd. (Singapore) Brazil 105 422
2017
Singapore
Source: Gibson Dunn, Debevoise & Plimpton, The FCPA Blog
More and more international corporations find themselves as targets of multijurisdictional
cooperation between several countries. With this, the trend starting with the Siemens case is
continuing. On top, an increasing number of countries introduce Deferred Prosecution Agreements
(DPAs) or similar settlement mechanisms.
20The UK Bribery Act taking off
A pre-BREXIT UK Enforcement Perspective
It‘s not only the US engaging in multijurisdictional
corruption investigations, but more and more also
investigators of other countries, especially the UK‘s
Serious Fraud Office (SFO)
SFO activity in 2016/2017:
70 active investigations
25 individual defendants charged
2 corporate DPAs
GBP 544,7 Mio recovered
Source: Anti-Corruption Report, Vol. 7, No. 13 (https://www.anti-corruption.com/
21Major Compliance Crises* in Germany since 2008
Fine + Disgorgement Year
Company German Criminal Code Case Sum in MEUR
Siemens AG, Munich: Global Bribery / “Slush Funds” (“Schwarze Kassen”) 596 2008
MAN SE, Munich: Global Bribery 150,6 2010
Ferrostaal GmbH, Essen: Global Bribery 139,8 2011
Rheinmetall AG, Düsseldorf: Global Bribery 37 2013
Source: Matthias Korte, Unternehmensstrafrecht bei Ordnungswidrigkeiten, p. 527
22 *Corruption / Bribery Cases onlyA Watershed-Decision: The „Krauss-Maffei-Verdict”
German Federal Supreme Court (BGH), May 9, 2017
In the course of an arms deal involving the sale of 24 tank
howitzers (Panzerhaubitze/ PzH 2000) to the Greek army in
2001, German tank producer Krauss-Maffei Wegmann had bribed
senior public officials in Greece, including the minister of
defence.
For a first time ever, the BGH held that it is important, whether
a company has an effective Compliance Management
System (CMS) to prevent violations
In this context it can be relevant, whether, during the
proceedings, the company does start optimizing its CMS in
order to prevent or at least substantially reduce the
likelihood of similar violations in the future.
Simliarly to e.g. the US Sentencing guidelines , a CMS is now
acknowledged in Germany by the highest court as a factor of
fine-reducing capability.First „DPA“ à la française under Sapin II At present 38 ongoing
investigations in
France under
Sapin II.
„Convention judiciare d´intérêt public“ HSBC, 27.11.2017
HSBC Private Bank (Suisse) S.A. agreed with the competent French
enforcement agency Parquet National Financier (PNF) represented by
the Procureur de la République Financier to pay a total sum of 300
MEUR including 86,4 MEUR disgorgement as a fine for organized
money laundering of untaxed banking clients´ without admission of
guilt
This quantitative dimension makes maximum use of the legal
framework
The international compliance scene considers this as a breakthrough in
France catching up with Anglo-Saxon DPA/NPA standards –
whereas the settlement tool at hand – i.e. the Convention judiciare
d´intérêt public (CJIP) – is showing amy difefreneces to actual
DPAs/NPAs.
In particular, the possible appointment of a Monitor – under Sapin
II. a state servant / former magistrate serving with the Agence
Francaise Anticorruption (AFA) was not applied
Even so that HSBC argued to have a Compliance Management System
in place, its existence was apparently not accounted for at all.
Moreover, HSBC´s obvious lack of oversight over foreign
subsidiaries was heavily criticized in the CJIP.
Sources: https://www.economie.gouv.fr/files/files/directions_services/afa/CJIP_HSBC.pdf, FCPA Blog vom 04.09.2018
24Detailed Compliance Requirements The World Bank Group
by Multilateral Development Banks currently lists
1239 entries as
sanctioned entities,
thereof 36 entries in
World Bank Group Integrity Compliance Guidelines Germany
The Executive Board of the World Bank Group (WBG) borrower is
obliged to take preventive measures against corruption and
fraud
The borrower is obliged to notify the WBG immediately in case of
suspected corruption and fraud (reporting obligation)
In addition, there is a duty of the borrower to investigate
suspected cases
Identified deficiencies must be remediated (remediation
obligation)
The borrower has a duty of full cooperation with the WBG
The WBG has an independent right of review
Finally, the WBG has a sanctioning right, including fund
reclamation, public notice and permanent exclusion from lending
procedures as well as implementing an independent Monitor
The majority of all MDBs follows these compliance WBG
Interamerican Development Bank (IADB)
African Development Bank (AfDB)
European Bank for Reconstruction and Development (EBRD)
European Investment Bank (EIB)
Source: World Bank Group, own Resreach (Stand 05.09.2018)
25Active Shareholding and Compliance
Norway’s USD 1 trillion sovereign wealth fund, the world’s
largest, set out new expectations on Tuesday for the 9,100
companies it invests in regarding the way they prevent
and fight corruption internally.
The fund suggested, among other things, that boards should
ensure that firms establish anti-corruption policies and
procedures to prevent and address corruption and that these
should be clearly communicated to employees.“
Oslo, February 13, 2018 (Reuters)
Alone in Germany, the world´s largest Sovereign Wealth Fund holds 197 equity
investments worth +42 BUSD; 79 Fixed Income investments worth +28 BUSD and
16 Real Estate investments worth 866 MUSD as of October 25, 2018.
Source: https://www.nbim.no/en/the-fund/holdings/holdings-as-at-31.12.2017/?fullsize=true
26Active Shareholding and Compliance
Oslo is not only changing
the rules.
It is changing the playing
field.
Prof. Dr. Stefan Kirsten,
CFO VONOVIA SE, GPFG Portfolio Company
ValueTrust New Years Reception
"(Active) Investors, Capital Markets and Conflicts of Interests"
February 18, 2016
273. Best Practices
The Modern Days´ Compliance Challenge:
The Chief Compliance Officer´s Perspective
Every single day, I face
at least once the dilemma:
Will I be fired or
do I have to go to jail?
N.N.
The anonymous CCO
June 11, 2018
29Today, Compliance is so much more
than only fighting Corruption!!!
Anti-Corruption Fair Competition
/ Anti-Trust
Human Rights / Financial Crime
Modern Slavery / AML & CTF
Compliance Trade Compliance &
Export Control
Work Place Safety / Embargo &
/ HSE Sanctions Management
Environmental
Protection Data Protection /
Anti-Cyber Crime
Tax Compliance
30Quintessential modules of a best-practice
Compliance Management System ("CMS")
Company-wide Implementation
Prevent Detect Respond
Project Management Office/ The “Three
Compliance Risk Analysis Whistleblowing System
Monitor Liaison Office Pillars”:
Code of Conduct Compliance- /
Continuous Remediation
& Compliance Policies Internal- Audits Prevent
Preventive
"Tone from the Top" Internal Investigations Consistent Sanctioning measures to
avoid systematic
Consistent Communication and individual
Compliance Training Internal Controls Systems misconduct
internal/external
Business Partner Collaborative Action/ Detect
Reporting & Monitoring
Compliance Due Diligence Integrity Pacts Instruments to
M&A identify
Compliance Due Diligence individual
misconduct
Helpdesk/
Consultation Management Respond
Measures to
Compliance Incentives sanction
misconduct
Continuous Monitoring, Measurement & Improvement4. Outlook
The Compliance Road: bumpy ahead
June – October 2018:
Audi CEO Stadler in pretrial
detention in Augsburg prison
„Dieselgate“:
Audi fined to pay 800 MEURThe Compliance Roadmap: From Ambition to Perception
Ambition
The level of aspiration
3
how to actually
implement
compliance “Earn Merits”
2 Competitive Advantages
through robust
inmplementation
“Walk the Talk”
1
Integration in standards,
procedures and decisions
“Codify”
Vision, Mission, Values,
Compliance Programme
as Guardrails
Perception
of compliance by employees,
business partners, shareholdersThe most basic Perception of Compliance
Straight Jacket
1 … because Compliance is
- a „one-size-fits-all“ stiff corset
- imposed by an alien Compliance Ffunction
“Codify” - impeding business processes
Vision, Mission, Values,
Compliance Programme - limiting individual and entrepreneurial freedom
as GuardrailsThe next level of Compliance Perception
Flak Jacket
2 … because Compliance is
- protection against shelling
- support in challenging situations
“Walk the Talk” - not too elegant, but helpful
Integration in standards,
procedures and decisionsThe advanced level of Compliance Perception
Dinner Jacket
3 … because Compliance is
- tailored for specific business requirements
- leaves behind a smart impression
“Earn Merits” - enables business wins
Competitive Advantages
through robust
inmplementationThe Journey to „Compliance 2.0“
Is Compliance strengthening
German corporations?
Ethical responsibility and
integral part of value creation
The awareness for compliance has risen significantly in media, society and in the
investors´ community. At the same time, corporations must face harsh penalties for
misconduct. Corporations are increasingly terminating the individuals responsible for
such misconduct.
Danger lurks from many sides as compliance goes far beyond corruption: from
environmental protection to clean balance sheets, data protection and fair competition.
Compliance is a moral obligation and equally important part of sustainable value
creation.
Siemens has not lost a single contract because of compliance –
very much to the contrary: compliance is a competitive advantage.
Dr. Theo Waigel
1989 - 1998 German Federal Minister for Finance,
2009 – 2011 US DoJ / SEC Independent Compliance Monitor
at Siemens and Of-Counsel at GSK Stockmann
38Famous last Words
It pays off
being decent.
Władysław Bartoszewski, Former Foreign Secretary of Poland
Dr. Theo Waigel
1989 - 1998 German Federal Minister for Finance,
2009 – 2011 US DoJ / SEC Independent Compliance Monitor
at Siemens AG and Of-Counsel at GSK Stockmann
Speech on „Trust in Politics“ at GSK Stockmann in Munich
on September 10, 2018
39Back-up
Your Compliance Contact
Eric Mayer
Karl-Scharnagl-Ring 8
80539 Munich
Tel +49 89 288174-0
Fax +49 89 288174-44
Mail eric.mayer@gsk.de
41CV Eric Mayer
Qualification • Attorney-at-Law, admitted in Germany since 1996
• Inhouse Executive-MBA at Babson College (MA)
Additional Qualification • Executive Education at Harvard Business School
Advisory Focus • Corporate Compliance
• Law and Economics at University of Mannheim, Université de Lausanne (CH), King's College at
the University of Cambridge (UK), University of Heidelberg
• Corporate Yong Manager Program DAIMLER-BENZ AEROSPACE AG
• First Corporate Secretary at DEBITEL AG
Education and
• Associate Director at KPMG CORPORATE FINANCE
Professional Experience • First Chief Compliance Officer at INFINEON TECHNOLOGIES AG
• Vice President Corporate Development at AMKOR TECHNOLOGY Inc.
• Partner at WTS Governance & Compliance Advisory
• Partner at POHLMANN & COMPANY - Compliance and Governance Advisory LLP
• Compliance Project Office at FERROSTAAL AG
• Business Partner Compliance Due Diligence Process Design and Implementation at BAYER AG
• Compliance Risk Analysis at BSH BOSCH SIEMENS HAUSGERÄTE GMBH
• Payment Transaction Controls Process Design and Implementation at LINDE ENGINEERING
• Business Partner Compliance Due Diligence Process Design and M&A Compliance Due Diligence
Design at AUDI AG
• Business Partner Compliance Due Diligences and Compliance Risk Analyses at PORSCHE AG
Selected Client Engagements • Compliance Risk Analysis at ROBERT BOSCH GMBH
• Compliance Review Process Design for COUNCIL ON ETHICS for the NORWEGIAN GOVERNMENT
PENSION FUND GLOBAL
• Compliance for Investors Training for KLP, OMERS and CAISSE DE DEPÔT ET PLACEMENT DU
QUÉBEC
• M&A Compliance Due Diligence and Compliance PMI at SNC LAVALIN Inc. under World Bank
Compliance Monitorship
• Member in an US DoJ / SEC Compliance Monitor-Team responsible for Policies & Procedures and
M&A / Joint Ventures
42GSK. Independent Compliance Advice
in challenging situations.
Corporate Experience Advisory Experience
In central inhouse functions:
As Advisors of Corporations under US DoJ- ,
Chief Compliance Officer,
SEC- or World Bank Compliance Monitorships
Corporate Secretary (Infineon, debitel)
(Bilfinger SE, SNC Lavalin)
In outsourced functions:
As senior members in US DoJ- / SEC
Compliance Officer, Anti-Money Laundering
Officer, Data Protection Officer (Banks, Compliance Monitor-Teams
(Siemens, VimpelCom / VEON)
Insurances, …)
In Internal Investigations:
Internal Investigations (Raiffeisenlandes- As independent Advisors of international
bank Oberösterreich, Kreissparkasse Design enforcement agencies
Miesbach-Tegernsee)
Implement
Assess
43Our Compliance Team
We can field a dedicated team of senior compliance experts combining the insight from of a multitude of
corporate- and regulatory compliance engagements, inhouse experiences as Chief Compliance Officers
and Corporate Secretaries in international blue chip corporations as well as the unique know how from
US DoJ-, SEC- or World Bank Compliance Monitorships – in essence rendering compliance support
across all CMS pillars and modules with a true sense of proportion.
Our Team Structure
44GSK Updates on Compliance
Corporate Governance Codes in Europe, October 5, 2018
Corporate governance codes have recently been modernized in several European countries. Our GSK Update provides a brief comparison of
the current codes from Germany, Luxembourg, the United Kingdom, France, Italy, the Netherlands and Switzerland and emphasizes the
growing importance of compliance.
Available in English, French & German.
https://www.gsk.de/en/news-press/recent-news/d/gsk-update-corporate-governance-codes-in-europe/
No fundamental rights protection against seizure of internal investigations reports in foreign law firms, July 13, 2018
The German Federal Constitutional Court decided on July 6, 2018 to not admit constitutional complaints of a German automotive OEM, of an
U.S. law firm and of three of its attorneys. In essence, securing documents in a search of a U.S. law firm´s office in Germany is not
objectionable under German constitutional law. Foreign law firms operating predominantly outside Germany or the European Union are not
holders of fundamental rights and can accordingly not file constitutional complaints.
Available in English & German.
https://www.gsk.de/en/news-press/recent-news/d/gsk-update-no-fundamental-rights-protection-against-seizure-of-internal-investigations-
reports-in-f/
The new Transparency International Corruption Perceptions Index 2017 – where do we really stand in fighting international
corruption?, February 22, 2018
The German Non Governmental Organization Transparency International published the 23rd version of its Corruption Perceptions Index
(“CPI”) 2017 on February 21, 2018. The CPI indicates the subjectively perceived propensity towards corruption in the public sector and has
over the last two decades developed into a de-facto compliance standard. Our GSK Update provides both an overview of the major changes
of the most recent CPI against last year´s version as well as implementation recommendations for Compliance Management Systems of
international corporations. The GSK Update is available as download.
Available in English, French & German.
https://www.gsk.de/en/news-press/recent-news/d/gsk-update-the-new-transparency-international-corruption-perceptions-index-2017-
where-do-we-reall/
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