Anti-Bribery and Corruption Policy (Kenya)
ANTI-BRIBERY AND CORRUPTION POLICY
Bribery Act No. 47 of 2016 | Anti-Corruption and Economic Crimes Act No. 3 of 2003 | Public Officer Ethics Act No. 4 of 2003
Organisation: [Company Name] (BRS No: [BRS Number])
Registered Office: [Company Address]
Policy Owner: [Compliance Officer]
Date Adopted: [Policy Date]
Next Review Date: [Next Review Date]
1. PURPOSE AND SCOPE
1.1 [Company Name] ("the Company") is committed to conducting all business activities with integrity and in compliance with the Bribery Act No. 47 of 2016, the Anti-Corruption and Economic Crimes Act No. 3 of 2003 (ACECA), and the Public Officer Ethics Act No. 4 of 2003.
1.2 This Policy applies to all directors, employees at every level, officers, company secretaries, agents, consultants, contractors, distributors, joint venture partners, and all other persons associated with the Company — wherever they are based and in all jurisdictions in which the Company operates.
1.3 The Company maintains this Policy as part of its adequate procedures under Section 7 of the Bribery Act No. 47 of 2016, which provides a complete defence to the corporate bribery offence where the organisation can demonstrate it had adequate anti-bribery procedures in place.
1.4 This Policy must be read alongside the Company's Conflict of Interest Policy, Anti-Money Laundering Policy, and Whistleblowing Procedure.
2. KEY DEFINITIONS
2.1 "Bribe" means any financial or non-financial advantage — including cash, gifts, hospitality, services, loans, preferential treatment, or any other benefit — offered, promised, given, accepted, or solicited with the intention of inducing or rewarding improper conduct, whether by a public official or a private person.
2.2 "Public Official" includes any officer of a Government Ministry, Constitutional Commission, Independent Office, State Corporation, county government officer, officer of a regional or international organisation, or any person holding public office under Kenyan law or the law of any other country — as defined under the ACECA and the Bribery Act No. 47 of 2016.
2.3 "Associated Person" means any individual or entity performing services for or on behalf of the Company — including employees, agents, distributors, subsidiaries, joint venture partners, and consultants — in accordance with the definition under the Bribery Act No. 47 of 2016.
2.4 "Facilitation Payment" means a payment to a public official to expedite or secure performance of a routine administrative duty the official is already obliged to perform. Facilitation payments are prohibited by the Bribery Act No. 47 of 2016 and the ACECA in all circumstances.
3. ABSOLUTE PROHIBITIONS
3.1 The following are strictly prohibited for all persons covered by this Policy:
(a) Offering, promising, or giving any bribe to any person — whether a public official or a private individual — directly or through any intermediary;
(b) Accepting, requesting, or receiving any bribe from any person or entity;
(c) Making facilitation payments to government officials under any circumstances, including for customs clearance, permit processing, Land Registry approvals, or National Construction Authority (NCA) certificates;
(d) Using a third party — agent, consultant, or distributor — as a conduit to pay a bribe that the Company could not lawfully pay directly;
(e) Engaging in any conduct that would constitute a bribery offence under the Bribery Act No. 47 of 2016, the ACECA, the US Foreign Corrupt Practices Act, or the UK Bribery Act 2010.
3.2 These prohibitions apply regardless of local custom or business practice, and regardless of whether the payment is legal in the jurisdiction where it is made.
4. GIFTS AND HOSPITALITY
4.1 Gifts and hospitality given or received in the context of ordinary business relationships are permissible only where they are: proportionate in value; given openly and transparently; not intended to influence a business decision; and not offered to public officials in circumstances that could constitute an offence under the Public Officer Ethics Act No. 4 of 2003.
4.2 The following monetary thresholds apply:
(a) Gifts: The Company may give or receive gifts with a value up to [Gift Threshold] per occasion without prior approval. Gifts above this threshold require written pre-approval from [Compliance Officer].
(b) Hospitality: The Company may offer or accept hospitality with a value up to [Hospitality Threshold] without prior approval. Hospitality above this threshold requires written pre-approval from [Compliance Officer].
4.3 All gifts and hospitality above [Gift Threshold] given or received must be recorded in the Company's Gifts and Hospitality Register maintained by [Compliance Officer].
4.4 Gifts of cash or cash equivalents (gift vouchers, store cards, cryptocurrency) are prohibited absolutely, regardless of value.
4.5 Gifts and hospitality to or from public officials are prohibited unless the value is genuinely token (e.g. branded stationery or a modest refreshment) and is disclosed to the official's institution as required by the Public Officer Ethics Act No. 4 of 2003.
5. DUE DILIGENCE ON THIRD PARTIES
5.1 Before engaging any agent, distributor, consultant, or joint venture partner who will interact with government officials or procurement officers on the Company's behalf, the Company shall conduct anti-bribery due diligence including: verification of the third party's anti-bribery policy; review of any past corruption allegations or debarment under the Public Procurement and Asset Disposal Act No. 33 of 2015; and assessment of the third party's reputation in the market.
5.2 All agreements with agents, distributors, and consultants must include contractual anti-bribery representations, warranties, and a right of termination for breach of anti-bribery obligations.
5.3 Due diligence records must be maintained in the Company's compliance files and retained for a minimum of 7 years following the end of the business relationship, consistent with the Tax Procedures Act No. 29 of 2015 record-keeping standards.
6. REPORTING SUSPECTED BRIBERY
6.1 Any person covered by this Policy who knows or suspects that a bribe has been offered, paid, accepted, or solicited — whether by a Company employee, director, agent, or third party — must report it immediately through one of the following channels:
(a) Confidential email: [Reporting Email]
(b) Confidential hotline: [Reporting Hotline]
6.2 Reports may be made anonymously. The Company will investigate all reports promptly, fairly, and confidentially.
6.3 No person who makes a report in good faith will suffer retaliation, demotion, dismissal, or any other adverse consequence. Retaliation against a good-faith reporter is itself a disciplinary offence. Good-faith reporters are also protected by the Witness Protection Agency Act (Cap. 79A) and Section 54 of the Anti-Corruption and Economic Crimes Act No. 3 of 2003.
6.4 Where the investigation confirms bribery, the Company will report the matter to the Ethics and Anti-Corruption Commission (EACC) and, where appropriate, the Directorate of Criminal Investigations (DCI), as required by the ACECA.
7. CONSEQUENCES OF VIOLATION
7.1 Breach of this Policy by any employee or officer will result in disciplinary action in accordance with the Company's disciplinary procedure under the Employment Act No. 11 of 2007, which may include: [Disciplinary Consequences].
7.2 The Company will not pay fines, penalties, or legal costs incurred by an employee as a result of the employee's personal bribery conduct.
7.3 Individuals convicted of bribery under the Bribery Act No. 47 of 2016 face imprisonment of up to 10 years, fines up to KES 5,000,000, and personal asset recovery proceedings under the Proceeds of Crime and Anti-Money Laundering Act No. 9 of 2009 (POCAMLA).
7.4 The Company may be debarred from public procurement for a prescribed period under Section 62 of the Public Procurement and Asset Disposal Act No. 33 of 2015 upon conviction of a bribery offence.
8. TRAINING AND REVIEW
8.1 All employees, directors, and officers must complete mandatory anti-bribery training upon joining the Company and annually thereafter. Employees in procurement, finance, government relations, and sales roles must complete additional role-specific training.
8.2 Training completion records are maintained by [Compliance Officer] as evidence of adequate procedures under Section 7 of the Bribery Act No. 47 of 2016.
8.3 This Policy will be reviewed annually by the Board of Directors or the Audit and Risk Committee. The next scheduled review is [Next Review Date]. Updates will be communicated to all covered persons promptly.
ADOPTED BY THE BOARD OF DIRECTORS OF [Company Name] on [Policy Date].
Director / Authorised Signatory
________________
Signature
Compliance Officer / Policy Owner
________________
Signature
What Is a Anti-Bribery and Corruption Policy (Kenya)?
An Anti-Bribery and Corruption Policy in Kenya records the organisation's binding rules on the matter it addresses.
Section 7 of the Bribery Act No. 47 of 2016 creates a strict liability corporate offence: a commercial organisation is guilty of an offence if a person associated with it bribes another person intending to obtain or retain business for the organisation, or to obtain or retain an advantage in the conduct of business for the organisation. The only defence to this strict liability offence is that the organisation had adequate procedures in place to prevent persons associated with it from undertaking bribery — and a formal Anti-Bribery and Corruption Policy, properly implemented and enforced, is the primary component of the adequate procedures defence. The Kenya Gazette Supplement Legal Notice No. 99 of 2016 sets out guidance on what constitutes adequate procedures under the Bribery Act.
The Ethics and Anti-Corruption Commission (EACC), established under the Ethics and Anti-Corruption Commission Act No. 22 of 2011, is the primary public institution responsible for investigating and combating corruption in Kenya. The EACC receives complaints, investigates alleged violations of the ACECA and the Bribery Act No. 47 of 2016, and makes recommendations to the Director of Public Prosecutions (DPP) under Article 157 of the Constitution of Kenya 2010 for prosecution. The Directorate of Criminal Investigations (DCI) also investigates bribery and economic crimes in coordination with the EACC.
The Proceeds of Crime and Anti-Money Laundering Act No. 9 of 2009 (POCAMLA) intersects with anti-bribery compliance: bribery proceeds are predicate offences under POCAMLA, and an organisation that fails to report or address known bribery within its ranks may face money laundering liability alongside the bribery offence. The Financial Reporting Centre (FRC) under POCAMLA supervises reporting institutions — banks, accountants, advocates, and designated non-financial businesses — whose clients may be engaged in corruption-related financial flows.
The Public Procurement and Asset Disposal Act No. 33 of 2015 (PPADA) prohibits corrupt practices in procurement. Section 62 of the PPADA disqualifies tenderers found guilty of collusion, bribery, or fraudulent practices from public procurement for a prescribed debarment period, administered by the Public Procurement Regulatory Authority (PPRA). Companies that wish to bid for government contracts through the PPRA's eProcurement portal must confirm that they are not debarred and that their directors and associates have not been convicted of corruption offences.
At the international level, Kenyan companies operating across borders must be aware of the United States Foreign Corrupt Practices Act (FCPA) and the United Kingdom Bribery Act 2010, both of which have extraterritorial reach affecting Kenyan entities with US or UK business connections. The FCPA prohibits payments to foreign government officials to obtain business advantages, and the UK Bribery Act creates corporate liability equivalent to Kenya's Section 7 Bribery Act offence. Kenyan subsidiaries or joint venture partners of US and UK listed companies are typically required by their parent entities to adopt anti-bribery policies consistent with the FCPA and UK Bribery Act — making a formal Anti-Bribery and Corruption Policy an operational prerequisite for international business partnerships.
The Companies Act No. 17 of 2015 imposes fiduciary duties on directors to act in the best interests of the company. A director who authorises or participates in bribery breaches their fiduciary duties and may be personally liable to the company for resulting losses under Section 145 of the Companies Act, in addition to criminal liability under the Bribery Act No. 47 of 2016 and the ACECA.
When Do You Need a Anti-Bribery and Corruption Policy (Kenya)?
An Anti-Bribery and Corruption Policy in Kenya is required — or strongly advisable — in a range of specific business, regulatory, and procurement situations.
An Anti-Bribery and Corruption Policy is required for any company that bids for government contracts regulated by the Public Procurement and Asset Disposal Act No. 33 of 2015. The Public Procurement Regulatory Authority (PPRA) Tender Regulations 2020 and several Standard Tender Documents (STDs) require tenderers to confirm that they have adequate anti-corruption policies and that no director or officer has been convicted of a corruption offence. Failure to confirm compliance risks disqualification as a non-responsive tenderer under PPRA evaluation criteria.
An Anti-Bribery and Corruption Policy is needed for any company that operates in a sector regulated by a Kenyan sector regulator — such as the Communications Authority of Kenya, the Energy and Petroleum Regulatory Authority (EPRA), the Capital Markets Authority (CMA), the Insurance Regulatory Authority (IRA), or the Pharmacy and Poisons Board — as licence conditions routinely require the maintenance of adequate compliance programmes, of which anti-bribery is a core component.
An Anti-Bribery and Corruption Policy is required for companies that are subsidiaries or joint venture partners of multinational corporations subject to the UK Bribery Act 2010 or the US Foreign Corrupt Practices Act. Parent companies conducting compliance audits of their Kenyan affiliates require a formal Anti-Bribery and Corruption Policy as an essential document. Absence of such a policy may trigger breach of representations and warranties in the joint venture agreement or parent guarantee.
An Anti-Bribery and Corruption Policy is needed when a company employs sales agents, distributors, or intermediaries who interact with government officials or procurement officers on the company's behalf. Section 7 of the Bribery Act No. 47 of 2016 expressly covers acts of associated persons — not only direct employees — meaning the company can be liable for bribery committed by an independent agent who has no formal employment relationship with the company.
An Anti-Bribery and Corruption Policy is required when a company raises funding from development finance institutions such as the International Finance Corporation (IFC), the European Investment Bank (EIB), the African Development Bank (AfDB), or the British International Investment (BII). All of these institutions require borrowers and investee companies to adopt anti-bribery and anti-corruption policies as a condition of financing, and conduct periodic compliance reviews.
An Anti-Bribery and Corruption Policy is needed for any company listed on the Nairobi Securities Exchange (NSE) or applying for a CMA-regulated securities offering, as the Capital Markets (Corporate Governance) (Market Intermediaries) Regulations require listed companies to maintain and disclose their compliance policies to shareholders.
What to Include in Your Anti-Bribery and Corruption Policy (Kenya)
A Kenya Anti-Bribery and Corruption Policy under the Bribery Act No. 47 of 2016 and the Anti-Corruption and Economic Crimes Act No. 3 of 2003 must include the following essential elements to constitute adequate procedures and to provide the statutory defence under Section 7 of the Bribery Act.
Scope and Application: A clear statement that the policy applies to all directors, employees at all levels of seniority, officers, company secretaries, agents, consultants, contractors, joint venture partners, and subsidiaries — covering every category of associated person as defined under the Bribery Act No. 47 of 2016. The policy must state that it applies to all geographies in which the company operates and to all business dealings, whether with government bodies, public officials, state-owned enterprises, or private sector counterparties.
Prohibitions: An absolute and unconditional prohibition on offering, promising, giving, accepting, or soliciting bribes — whether in cash, gifts, hospitality, services, loans, favourable treatment, or any other advantage — directly or through any intermediary. The prohibition must expressly cover facilitation payments, which are small payments made to government officials to expedite routine administrative actions. Unlike the UK Bribery Act, the Bribery Act No. 47 of 2016 does not provide a statutory exception for facilitation payments — they are prohibited in Kenya.
Gifts and Hospitality: Clear rules on acceptable gifts and hospitality — including monetary thresholds expressed in Kenya Shillings (KES) (commonly KES 5,000 per occasion), registration of gifts received in a gifts register maintained by the company secretary, mandatory pre-approval for hospitality above the threshold, and a prohibition on gifts to or from government officials at any value unless expressly authorised by the Ethics and Anti-Corruption Commission (EACC) standards.
Risk Assessment: A requirement to conduct documented anti-bribery risk assessments before entering new markets, engaging new agents or third parties, participating in high-risk procurement processes, or launching new product lines in sectors with elevated corruption risk — such as land transactions requiring Land Registry or National Land Commission (NLC) approvals, construction projects subject to National Construction Authority (NCA) oversight, and government-funded infrastructure.
Due Diligence on Third Parties: A requirement to conduct anti-bribery due diligence on agents, distributors, joint venture partners, and consultants who will interact with government bodies or procurement officials on the company's behalf. The due diligence must include verification of anti-bribery training, review of past conduct, and contractual anti-bribery representations in all commercial agreements.
Whistleblowing and Reporting: A confidential reporting mechanism — a dedicated email address, hotline, or the company secretary's office — through which employees and third parties can report suspected bribery anonymously, without fear of retaliation. The Witness Protection Agency Act (Cap. 79A) and Section 54 of the Anti-Corruption and Economic Crimes Act No. 3 of 2003 protect individuals who report corruption to the EACC. The policy must confirm non-retaliation protections for good-faith reporters.
Training and Communication: Annual mandatory anti-bribery training for all employees, with additional role-specific training for employees in procurement, finance, sales, and government relations positions. Training records must be maintained as evidence of adequate procedures under the Bribery Act No. 47 of 2016.
Monitoring and Review: Annual review of the policy by the board of directors or the audit and risk committee, with updates to reflect changes in the Kenyan regulatory environment — including any new EACC guidance, Finance Act amendments, or PPRA regulatory updates. The review record must be documented in board minutes.
The forms-legal.com Anti-Bribery and Corruption Policy template for Kenya covers all elements required for the adequate procedures defence under Section 7 of the Bribery Act No. 47 of 2016. Companies operating in high-risk sectors should also review the related Conflict of Interest Policy and Anti-Money Laundering Policy.
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note = {Free legal document template}
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Frequently Asked Questions
Section 7 of the Bribery Act No. 47 of 2016 creates a strict liability offence for commercial organisations. A company is guilty of failing to prevent bribery if a person associated with it — an employee, agent, subsidiary, or joint venture partner — bribes another person intending to obtain or retain business for the organisation, or to obtain or retain a business advantage. The organisation does not need to have known about or authorised the bribery to be convicted — the liability is automatic unless the organisation can prove it had adequate procedures in place to prevent bribery. The only defence under Section 7 is the adequate procedures defence: the organisation must demonstrate that it had in place reasonable and proportionate anti-bribery procedures, consistently applied and regularly reviewed. An Anti-Bribery and Corruption Policy, backed by training records, gifts registers, third-party due diligence documentation, and a functioning whistleblowing mechanism, is the foundation of the adequate procedures defence recognised by the Ethics and Anti-Corruption Commission (EACC) and Kenyan courts.
No. Facilitation payments — small payments to government officials to expedite routine administrative services such as customs clearance, permit processing, or utility connections — are illegal in Kenya under the Bribery Act No. 47 of 2016 and the Anti-Corruption and Economic Crimes Act No. 3 of 2003 (ACECA). Section 6 of the ACECA specifically prohibits any payment to a public officer to perform or accelerate a duty that the officer is already obliged to perform under their official functions. Unlike the UK Bribery Act 2010, which provided a now-repealed exception for small facilitation payments, Kenya has never recognised such an exception — all facilitation payments are bribery under Kenyan law. Companies operating in Kenya must adopt a zero-tolerance policy on facilitation payments and train employees to refuse demands from officials, report demands through the whistleblowing channel, and document all refusals. The Ethics and Anti-Corruption Commission (EACC) maintains a public complaints portal for reporting demands by public officials.
Kenya's Bribery Act No. 47 of 2016 does not specify an absolute monetary threshold for permissible gifts, but distinguishes lawful gifts from bribes based on intent and context. Gifts given or received in the context of normal business relationship-building — such as branded promotional items, modest meals, or event invitations — may be permissible where they are: proportionate in value; not given to influence a specific business decision; transparent and disclosed in the organisation's gifts register; and not directed at public officers in circumstances that could constitute an offence under the Anti-Corruption and Economic Crimes Act No. 3 of 2003. The Public Officer Ethics Act No. 4 of 2003 prohibits public officers from soliciting or accepting gifts from persons who have dealings with their public institution. As a practical compliance measure, most Kenya Anti-Bribery Policies set an internal approval threshold — commonly KES 5,000 per occasion — above which gifts and hospitality must be pre-approved by the compliance officer or company secretary and recorded in the gifts register. Gifts of cash or cash equivalents, gifts to government procurement officers, and gifts during active tender processes are prohibited absolutely.
Bribery convictions in Kenya carry severe penalties under the Bribery Act No. 47 of 2016 and the Anti-Corruption and Economic Crimes Act No. 3 of 2003 (ACECA). For individuals convicted of bribery under the Bribery Act No. 47 of 2016, penalties include imprisonment for up to 10 years or a fine not exceeding KES 5,000,000, or both. For corporate bodies convicted under Section 7 of the Bribery Act (the failing to prevent bribery offence), the court may impose an unlimited fine. Under the ACECA, any property acquired through bribery is subject to recovery by the Ethics and Anti-Corruption Commission (EACC) and the Assets Recovery Agency (ARA) under the Proceeds of Crime and Anti-Money Laundering Act No. 9 of 2009 (POCAMLA). Additionally, companies convicted of corruption are debarred from public procurement for a prescribed period under Section 62 of the Public Procurement and Asset Disposal Act No. 33 of 2015, which can be commercially devastating for companies dependent on government contracts. Directors personally involved in bribery face disqualification from holding directorships under the Companies Act No. 17 of 2015.
The Ethics and Anti-Corruption Commission (EACC), established under the Ethics and Anti-Corruption Commission Act No. 22 of 2011, investigates bribery complaints through several mechanisms. Complaints may be lodged online through the EACC's public portal, by written report to EACC offices, or through the EACC's toll-free hotline. The EACC has powers under the ACECA and EACC Act to summon witnesses, compel production of documents, conduct searches with a warrant issued by the High Court of Kenya, and freeze assets pending investigation under the Proceeds of Crime and Anti-Money Laundering Act No. 9 of 2009. Following investigation, the EACC submits case files with recommendations to the Director of Public Prosecutions (DPP) under Article 157 of the Constitution of Kenya 2010, who decides whether to prosecute. The EACC also has power to refer disciplinary matters involving public officers to their respective institutions. The Directorate of Criminal Investigations (DCI) investigates economic crimes, including complex bribery schemes, in coordination with the EACC. Persons who report bribery in good faith are protected from retaliation by the Witness Protection Agency Act (Cap. 79A) and by Section 54 of the ACECA.
Yes. The Bribery Act No. 47 of 2016 applies to bribery committed in Kenya or by Kenyan companies and individuals abroad, including bribery of foreign public officials. Section 4 of the Bribery Act expressly covers bribery of persons performing public functions in any jurisdiction — not only Kenyan officials. A Kenyan company that bribes a government official in an East African Community (EAC) partner state, in an African Union institution, or in any foreign government to obtain a business contract can be prosecuted in Kenya under the Bribery Act. Additionally, Kenyan companies with US or UK business connections remain subject to the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010, both of which have extraterritorial reach covering foreign bribery. An Anti-Bribery and Corruption Policy covering foreign operations, including due diligence on local agents and distributors in foreign markets, is therefore essential for any Kenyan company with international operations or business partnerships. Companies should also review OECD Anti-Bribery Convention standards, which Kenya has committed to progressively align with as part of its international trade obligations.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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