Anti-Bribery Policy (UAE)

An Anti-Bribery Policy (UAE) is a formal corporate governance and compliance document that commits a UAE company and all its personnel to a zero-tolerance position on bribery and corruption in all their forms. The policy defines what constitutes bribery under UAE law, prohibits all covered persons from offering, paying, requesting, or accepting bribes, establishes rules for gifts and hospitality, requires third-party due diligence, and creates a framework for reporting and enforcement.

Bribery in the United Arab Emirates is criminalised by the UAE Penal Code, Federal Decree-Law No. 31 of 2021, which replaced Federal Law No. 3 of 1987. Articles 234 to 241 of the Penal Code address bribery of public officials — broadly defined to include employees of the UAE federal government, emirate governments, government-owned entities, regulatory bodies, and public authorities including the Ministry of Economy, Ministry of Justice, Federal Tax Authority, Department of Economic Development, Dubai Land Department, Securities and Commodities Authority, and Central Bank of the UAE — and impose imprisonment of up to ten years for officials who accept bribes and up to five years for persons who offer or pay them. Private sector bribery is addressed by Articles 236 and 237, which criminalise the offering of an advantage to an employee or agent of a private entity to induce them to breach their duties.

The Anti-Money Laundering and Combating the Financing of Terrorism Law, Federal Decree-Law No. 20 of 2018, designates corruption offences — including bribery — as predicate offences for money laundering. A company that benefits from bribery may face money laundering liability as well as the underlying corruption offence. The Financial Intelligence Unit, which operates under the Central Bank of the UAE, receives Suspicious Transaction Reports from Designated Non-Financial Businesses and Professions and financial institutions, and uses them to investigate money laundering linked to corruption.

The UAE is a signatory to the United Nations Convention against Corruption (UNCAC), which requires states to criminalise bribery of domestic and foreign public officials, trading in influence, embezzlement, and illicit enrichment. An anti-bribery policy demonstrates a company's commitment to the standards expected of businesses operating in the United Arab Emirates and, for companies with international connections, satisfies the adequate procedures requirements of the UK Bribery Act 2010.

The forms-legal.com Anti-Bribery Policy (UAE) template provides a complete, clearly structured policy covering all prohibited conduct, gifts rules, third-party obligations, and reporting, available in PDF and Word formats for immediate adoption.

An Anti-Bribery Policy is needed in the United Arab Emirates for companies in several categories.

Designated Non-Financial Businesses and Professions regulated under the Anti-Money Laundering Law, Federal Decree-Law No. 20 of 2018, must adopt risk-based compliance programmes that include policies addressing bribery and corruption risks as predicate offences to money laundering. These include real estate agents, auditors, company service providers, dealers in precious metals and stones, and providers of trust or company services. The Ministry of Economy supervises these categories and conducts compliance inspections.

Financial institutions supervised by the Central Bank of the UAE — including banks, exchange houses, finance companies, and insurance companies — are required by the Central Bank's AML-CFT regulatory framework to have anti-corruption and anti-bribery policies as part of their broader compliance programmes.

Companies that regularly interact with UAE government authorities — obtaining permits from the Department of Economic Development, filing returns with the Federal Tax Authority, applying for approvals from the Ministry of Economy, dealing with the Dubai Land Department, or obtaining licences from the Securities and Commodities Authority — are exposed to the risk of solicitation by officials or the pressure to make facilitation payments, and need a policy that clearly prohibits such payments and provides a reporting channel for staff.

Companies with international business partners — particularly UK, US, or French companies — may be required by their counterparties to have an anti-bribery policy as a condition of doing business, because the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, and the French Sapin II Law impose anti-bribery obligations with extra-territorial reach on those companies and, indirectly, on their UAE partners.

All companies seeking corporate financing from UAE banks such as Emirates NBD, First Abu Dhabi Bank, or Abu Dhabi Commercial Bank benefit from having an anti-bribery policy, because banks conduct Know Your Customer and Enhanced Due Diligence reviews that include assessment of the company's compliance culture and governance framework.

A UAE Anti-Bribery Policy must contain the following key elements to provide effective compliance coverage and demonstrate adequate procedures.

Zero-tolerance commitment: An unequivocal statement that the company prohibits bribery and corruption in all forms, endorsed at the highest level — board of directors or general manager — to signal the company's genuine commitment. Tone from the top is the most important element of an effective anti-bribery programme.

Coverage and scope: A precise definition of who is subject to the policy — directors, managers, employees, contractors, agents, and any other person acting on behalf of the company. Extending coverage to agents and intermediaries is critical because bribery by a third party can create corporate liability.

Definition of bribery: A clear explanation of what constitutes a bribe — covering cash, gifts, hospitality, employment offers, favours, and any other benefit — and a specific explanation that bribery of government officials, private sector bribery, and facilitation payments are all prohibited.

Gifts and hospitality rules: Specific limits on the value of gifts that may be accepted or given, with an absolute prohibition on gifts to government officials and public officers. A threshold in AED (such as AED 200) above which disclosure and approval are required, and a gifts register.

Third-party due diligence: Requirements for risk-based due diligence before engaging agents, distributors, or intermediaries who interact with government authorities, with anti-bribery provisions in third-party contracts.

Reporting channel: A confidential mechanism for employees to report suspected bribery, with explicit non-retaliation protection for good-faith reporters.

Training and enforcement: Annual training for all covered persons, disciplinary consequences for breach, and a process for escalating serious violations to the relevant UAE authorities.

The forms-legal.com Anti-Bribery Policy (UAE) template includes all these elements, designed for compliance with UAE law and international anti-bribery standards.

Completing the Anti-Bribery Policy for a UAE company begins with entering the company's full registered name, the emirate or jurisdiction of registration, and the effective date of the policy. The effective date should be the date on which the board approves the policy.

Select the scope of coverage. The broadest option — covering all employees, directors, managers, officers, agents, and contractors — provides the strongest compliance framework and is consistent with the anti-bribery obligations of the UK Bribery Act 2010, which UAE companies with UK connections are expected to satisfy. Extending coverage to agents and contractors is important because bribery through intermediaries is a major enforcement area.

Enter the maximum acceptable gift value in AED. A threshold of AED 200 per source per calendar year is a common standard for UAE companies, though zero-tolerance programmes prohibit all gifts above token value. Consider whether the company's industry or customer base involves government officials — if so, a stricter threshold and enhanced disclosure requirements are appropriate.

Enter the name and title of the compliance officer — the person who will administer the policy, receive disclosures, maintain the gifts register, conduct or commission third-party due diligence, and oversee training. For smaller companies, this is typically the general manager; for larger or regulated companies, a dedicated compliance or legal officer.

Enter the reporting channel. Provide a specific, accessible email address or confidential hotline that employees can use to report suspected bribery. The channel should be easy to use and genuinely confidential. Consider designating an alternative channel for reports against the compliance officer or senior management.

Enter the approved-by name — the board of directors or general manager who is adopting the policy — and the review period. Annual review is recommended for regulated industries and companies with significant government-facing operations. After completing all fields, arrange for signature by the general manager and compliance officer, distribute the policy to all covered persons, and require signed acknowledgements.

Legal requirements for a UAE Anti-Bribery Policy arise from several sources of UAE law and international commitments.

The UAE Penal Code, Federal Decree-Law No. 31 of 2021, is the primary criminal law prohibition. Articles 234 to 241 criminalise bribery of public officials by both the giver and the recipient, with imprisonment of up to ten years for the official and up to five years for the payer. Articles 236 and 237 address private sector bribery. There is no minimum value threshold — any advantage offered or accepted in connection with an improper act can constitute a bribe.

The Anti-Money Laundering and Combating the Financing of Terrorism Law, Federal Decree-Law No. 20 of 2018, as amended, requires Designated Non-Financial Businesses and Professions to conduct customer due diligence, apply enhanced due diligence to high-risk relationships including politically exposed persons, maintain records, and file Suspicious Transaction Reports with the Financial Intelligence Unit. Bribery and corruption are listed predicate offences, meaning that compliance programmes must address them. The Ministry of Economy, through its AML supervision unit, conducts inspections and may impose significant fines on companies that lack adequate compliance frameworks.

The Commercial Companies Law, Federal Decree-Law No. 32 of 2021, imposes fiduciary duties on directors and managers, including the duty to act in good faith and in the interests of the company. Participating in bribery breaches these duties and may expose the director personally to liability for losses suffered by the company and to removal from office.

For financial institutions, the Central Bank of the UAE's governance and AML regulations specifically require anti-bribery controls. For listed companies, the Securities and Commodities Authority's corporate governance code requires compliance functions that address corruption risks. The UAE's UNCAC obligations and FATF membership reinforce the expectation that businesses of all sizes implement proportionate anti-bribery controls.

Common mistakes in a UAE Anti-Bribery Policy begin with inadequate scope. A policy that applies only to senior management leaves the majority of the company — including junior employees who interact with government officials, procurement staff, and sales teams — without clear guidance. The policy must cover all persons who could expose the company to bribery risk, including agents and intermediaries.

Allowing a de minimis exception for gifts to government officials is a serious error. Unlike some jurisdictions, UAE law does not recognise a de minimis bribery exception, and many government entities in the UAE specifically prohibit their officials from accepting any gift. A policy that permits 'nominal' or 'token' gifts to officials creates confusion and risk. The prohibition on gifts to public officials must be absolute.

Failing to address facilitation payments is a gap that many policies exhibit. Some companies assume that facilitation payments — small payments to officials for routine acts — are acceptable because they are common in some industries. UAE law does not create this exception, and staff who make facilitation payments believing they are permitted by company policy face personal criminal liability. The policy must explicitly prohibit facilitation payments.

Omitting third-party due diligence requirements is a significant oversight. Bribery by agents or intermediaries acting on behalf of a company is a major enforcement area globally. A policy that only addresses the company's direct employees, but does not require anti-bribery due diligence for agents, distributors, and government-facing intermediaries, leaves a major gap in the company's compliance framework.

A policy that lacks a genuine reporting channel and non-retaliation guarantee is ineffective. Employees who suspect bribery will not report unless they trust that the channel is confidential and that reporting will not cost them their job. An anonymous reporting mechanism and an explicit, enforced non-retaliation commitment are essential elements of an effective anti-bribery programme.