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The risks of corruption remain a subject of misunderstanding in the eyes of many professionals. Different tendencies emerge depending on whether one is dealing with practitioners of the matter, novices, or—better yet—novices who, against their will, have been subjected to a corruption prevention framework, whether regulatory or not.

Necessarily caricatured:

• For the first group, professionals in corruption prevention, everything is potentially corrupt as soon as it is unclear what the $24.30 spotted on a bank statement is for, or to whom it is going, and the beneficiary is unknown.

• For others, rather novices in corruption prevention, or in any case far removed from legal or compliance matters, corruption simply does not exist.
  At least not in their organization. Corruption is inevitably located in some distant lands, materialized by a suitcase of cash for securing state contracts worth hundreds of millions of euros, or by the highly motivating delivery of rivers of diamonds.
  But to satisfy the specialists, they will accept to consider the potential existence of corruption closer to home. And to appear cooperative, they will spontaneously mention gifts or invitations—gifts which, in their hearts, they equate to promotional goodies or the like, and invitations to coffee (at the vending machine) or cafeteria lunch trays.

• For others still, there is a confusion between fraud and corruption, most often characterized by phishing schemes, CEO fraud, collusion between buyer and supplier, or abusive use of expense reports.
  These latter practices can of course be equated to corruption or a related phenomenon, but they are mainly in the realm of ordinary fraud, which is rather well, or increasingly well, addressed by companies today.

These few lines are, admittedly, caricatured.
But they fairly faithfully, albeit crudely, summarize comments heard many times.
That being said, does it mean that the risk of corruption is so complex or so technical that it cannot be addressed without being over- or under-interpreted?
Not necessarily, and the following lines aim to illustrate a few cases—very concrete and very real at first glance far from a phenomenon of corruption, but whose mundane components are potentially constitutive, under any latitude, of the elements at the origin of corruption phenomena.

It is worth remembering that courts in France are increasingly convicting individuals or legal entities for issues that, from a purely financial point of view, would undoubtedly be considered “insignificant.”
One only has to read the documents made available by the French Anti-Corruption Agency: 2022 Jurisprudential Chronicles and the 2024 Analytical Note, as eclectic as they are interesting, illustrating endless variations or possibilities of characterizing acts of corruption.

Based solely on the principle that an act or an expense poorly controlled, or poorly identified in its purpose, motivation, or consideration by the company can conceal potential acts of corruption without necessarily having the appearance of it at first glance, it can be useful to describe a few situations—risk scenarios?—in which some innocuous elements, arranged in a certain way, can, without much imagination or particular complexity, harbor—or lead to—acts of corruption.

Example 1: A group sees an executive of one of its subsidiaries open a bank account at a local bank branch. After all, this executive is a corporate officer and also happens to know the branch manager quite well. This account is intended to collect cash deposits and to fund small local operations, providing more flexibility than the accounts made available by the Group, which are under the supervision of the Group treasurer.
Missing information: The locally opened account was not formally reported to the Group—a negligence of little importance, given the amounts involved—and its local accounting follow-up is unclear.
Possible scenarios:

• The account allows cash withdrawals whose tracking is not always done very rigorously.

• The account serves as a “war chest” in case of temporary difficulty, allowing discrete payments to advisors for minor disputes or litigations that do not need to be publicized, especially at the Group level.

• The account is funded by sales of equipment or obsolete stock from the subsidiary, paid in cash or by untraceable means of payment.

The problem with this phenomenon is that it is meant to be “discreet,” under the Group management’s radar, explicitly or not. And from the moment this discretion is maintained, it allows the account holder to do many things—anything, and potentially everything.
The above scenarios clearly show that the existence of the account and the use made of it flirts with the limits of acceptability or crosses them outright—it’s a matter of perspective. But certainly, the practice is not particularly reassuring.
The effects of this type of situation can be greatly limited by requiring subsidiary executives to systematically report any bank account opening, and by linking this obligation to the creation of a mirror account in the subsidiary’s books corresponding to the account opened at the bank.

Example 2: A company that controls its expenses through an exclusively budgetary lens, at least below a certain threshold, only authorizes expenses in advance if they have been duly approved through a well-established process.
The only flaw in this process is that once the principle of the expense is acquired, it is observed only through the lens of its amount—in absolute value—and no longer through its nature or consideration.
Which means, more precisely, that if one is allocated the ability to spend 100, this authorization becomes a right to draw 100, regardless of the nature of the expense, regardless of the supplier, as long as the 100 limit is respected.
And this principle often applies to expenses not exceeding a few thousand or tens of thousands of euros. Beyond that, controls are usually uncompromising.
Missing information: Has the company ensured that the budgeted and approved expense respects its intended nature and beneficiary?
Possible scenarios:

• Using the allocated budget, or its remaining balance, to finance a gift or an invitation, in slight contradiction with other rules in force in the Group.

• Using the same budget envelope, for amounts perhaps slightly lower, but with a supplier not referenced by the company, potentially risky, or whose use might be considered questionable.

Again, nothing indicates that the absence of control over the budgeted expense will inevitably lead to misappropriation, corruption, or any damage.
But it nonetheless appears that if someone wanted to resort to one of these practices, the described process would make it relatively easy.
Assuming one of these scenarios occurs, the company could be considered as having facilitated it, through blindness, thereby reducing the liability of the true perpetrators while increasing its own.

Example 3: A company has not created a contract library, a clause bank, nor does it have any particular standardization in contractual matters, leaving its operations staff to draft or adopt the contractual provisions of their counterparts. The company’s legal department, or its compliance department, occasionally receives requests for validation from contract signatories.
Missing information: The company is not systematically and exhaustively aware of the extent of its commitments, particularly on “small” contracts that do not attract particular scrutiny, because they are financially minor or very minor.
Possible scenarios:

• A regional director signs a sponsorship contract for the “Festive Amateur Chemist’s Fair,” to reach young and dynamic prospects, potential future clients. The funding amount is around €2,000, without any particular due diligence on the structure that received the funds, which, upon review, had no legal personality. The funds were cashed, and the company’s level of commitment poorly identified, the contract—still unsigned—having been abandoned after payment.

• The “Amateur Winemakers” association received €1,500 from a small subsidiary because it promotes local products and struggles to balance its budget. The association’s president is very friendly—he is the cousin of the subsidiary’s general manager—who, moreover, promised him discounted unsold bottles at the end of a small annual tasting event to be held in a few weeks.

• The director of one of the Group’s plants, having suffered recent vandalism, urgently decides to call on the only security company in the area. The company’s general terms and conditions are somewhat unusual—all services must be paid in advance—but the director does not really have time to wait. The future patrols by dog handlers seem both necessary and urgent. Upon inquiry afterward, it turns out that the company does not hold the required license to perform the service for which it was contracted, and the dogs appear somewhat aggressive, poorly controlled by their handlers.

• A subsidiary in a distant territory pays a membership fee equivalent to several tens of thousands of euros to a very prestigious sports club, which regularly organizes charity events attended by numerous representatives of the public, media, or political spheres. There is a lot of discussion there, and beyond the mere sporting argument, it provides a relaxed opportunity to discuss all sorts of “business” topics—and one must admit, the membership fee is a rather good investment!

Once again, four hypotheses that do not necessarily constitute acts of corruption, but certainly come close: in increasing order of seriousness—nullity of contracts, conflicts of interest, administrative sanctions, civil liability, criminal sanctions…
It only takes a few variations for the question of corruption to arise—variations that the examples could easily encompass.

Some will surely say that not everything can be controlled, that not everything can be reviewed by lawyers. True. But it can also be very useful, for minimal investment in legally-oriented internal communication, to ensure that:

• The third party to an agreement binding the company is at least precisely identified.

• Any agreement, even if not formalized in writing, that resembles funding poorly defined services or gratuitous benefits, of whatever nature, must systematically be reported to the legal department, compliance, or an expert in the matter.

• Any contract, or general terms imposed by the counterparty that contradict those of the company to which one belongs, deserves a review by the aforementioned experts.

• The provision of standard contracts, or umbrella agreements, does not protect against everything but certainly limits the harmful effects of an atypical or even abnormal contractual relationship.

Corruption does not always appear as an obvious crime. It often exploits the flaws of ordinary processes (payroll, budgets, contracts, etc.) and can even exist in minor, indirect, or hidden forms within legitimate activities.
The company cannot control everything, but minimal internal awareness, clear procedures, and targeted controls in certain areas greatly help reduce risks and prevent the company from fostering misconduct through ignorance or simple negligence.
One must also keep in mind that, even without judicial proceedings or administrative sanctions, the media fallout that one or another of the scenarios mentioned could generate must also be taken into account. This potential media impact must never be underestimated.