An Anti-Bribery and Corruption Policy (Canada) is a formal written document that establishes a Canadian organization's commitment to conducting business without bribery, corruption, or improper payments, and sets out the procedures, controls, and responsibilities designed to prevent bribery by all persons associated with the organization. The policy identifies prohibited conduct under Canadian federal and provincial law, establishes gifts and hospitality thresholds, describes third-party due diligence requirements, sets out reporting channels for suspected violations, and details the consequences of non-compliance.

In Canada, the primary federal statute governing bribery of foreign officials is the Corruption of Foreign Public Officials Act (CFPOA) (S.C. 1998, c. 34). The CFPOA prohibits the giving, offering, or agreeing to give any loan, reward, advantage, or benefit of any kind to a foreign public official for the purpose of obtaining or retaining an advantage in the course of business. The CFPOA also contains books-and-records provisions that prohibit the maintenance of secret accounts, recording of non-existent expenditures, or falsification of financial records.

The CFPOA was significantly strengthened by the Fighting Foreign Corruption Act (S.C. 2013, c. 26), which increased the maximum imprisonment to 14 years, eliminated the facilitation payments exception effective October 31, 2017, and added nationality jurisdiction so that Canadian citizens and permanent residents can be prosecuted for offences committed entirely outside Canada.

Domestic bribery is addressed by the Criminal Code of Canada (R.S.C. 1985, c. C-46), Part IV, which contains offences for the bribery of judicial officers (s.119), members of Parliament and provincial legislatures (s.119), government officers (s.120), fraud against the government (s.121), bribery of municipal officials (s.123), and secret commissions or commercial bribery (s.426).

The Canada Business Corporations Act (R.S.C. 1985, c. C-44) imposes fiduciary duties on directors and officers, requiring them to act honestly and in good faith with a view to the best interests of the corporation, which includes implementing adequate anti-corruption controls.

An Anti-Bribery and Corruption Policy is needed by every Canadian organization, regardless of size or whether it conducts business internationally. While the CFPOA specifically addresses bribery of foreign officials, the Criminal Code provisions on domestic bribery and secret commissions apply to all organizations operating in Canada.

Organizations that conduct business internationally, employ agents or consultants in foreign jurisdictions, participate in government procurement, or operate in sectors with heightened corruption risk (such as natural resources, construction, defence, and infrastructure) face elevated exposure and should implement robust anti-bribery compliance programs.

The RCMP and the Public Prosecution Service of Canada are responsible for investigating and prosecuting CFPOA offences. Canada has entered into mutual legal assistance treaties with numerous countries, enabling cross-border cooperation in bribery investigations.

Publicly traded companies listed on the TSX or TSX Venture Exchange are subject to securities regulation that may require disclosure of material legal proceedings, including bribery investigations. National Instrument 52-110 requires audit committees of reporting issuers to establish procedures for the receipt, retention, and treatment of complaints regarding accounting and auditing matters.

The policy should be established when an organization is formed or when it begins operations that involve interaction with government officials or international business partners. It should be reviewed at least annually and updated following any significant change in Canadian law, enforcement trends, or the organization's business activities.

A comprehensive Canadian Anti-Bribery and Corruption Policy must address several essential elements to comply with the CFPOA, the Criminal Code, and recognized best practices for anti-corruption compliance.

The policy statement should clearly articulate the organization's zero-tolerance approach to bribery and corruption and should be endorsed by senior management, demonstrating the commitment from leadership that Canadian enforcement authorities consider essential.

The legal framework section should identify the applicable statutes, including the CFPOA for foreign bribery, the Criminal Code Part IV for domestic bribery and secret commissions, the Canada Business Corporations Act for fiduciary duties, and applicable provincial anti-corruption statutes.

Prohibited conduct should be clearly defined, including payments to foreign public officials under the CFPOA, domestic government officials under the Criminal Code, and private commercial bribery under s.426. The policy must explicitly prohibit facilitation payments, as the CFPOA no longer provides an exception for such payments.

Gifts and hospitality provisions should establish clear monetary thresholds, require prior approval and documentation, and impose heightened requirements for interactions with government officials at all levels.

Third-party due diligence procedures should address agents, consultants, distributors, joint venture partners, and other intermediaries, with risk-based screening including sanctions list checks and country risk assessment.

Books-and-records requirements should reflect the CFPOA prohibition on secret accounts and falsified records. The policy should specify record retention periods consistent with the Canada Business Corporations Act and CRA requirements.

The reporting section should describe confidential and anonymous reporting channels and reference the anti-reprisal protections under Criminal Code s.425.1 and any applicable provincial legislation.