OECD Anti-bribery convention

The OECD anti-bribery convention is one of the main international instruments that turned foreign bribery from a “cost of doing business abroad” into a criminal offense that can trigger multi-country investigations. Foreign bribery is the act of offering, promising, or giving an undue advantage (for example, money, gifts, travel, or a job) to a foreign public official to obtain or retain business or another improper advantage in international business.

This article explains what the OECD anti-bribery convention is, why it was created, and what it means for countries (and for the companies operating in them) when they become parties to it.

What the OECD anti-bribery convention is

The OECD anti-bribery convention is the common shorthand for the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (adopted in 1997, in force since 1999). It is an international treaty where participating countries commit to:

• Criminalize bribery of foreign public officials in international business transactions.
• Enable effective investigations and prosecutions, including against companies where applicable.
• Put in place proportionate and dissuasive sanctions.
• Strengthen accounting and auditing standards to deter off-the-books slush funds and falsified records.
• Cooperate across borders through mutual legal assistance and extradition mechanisms.

The convention is paired with a robust monitoring system led by the OECD Working Group on Bribery, which evaluates how each party implements and enforces the convention through peer reviews and country reports.

If you want the official overview and materials, OECD maintains a dedicated page on foreign bribery and the convention: Fighting foreign bribery (OECD).

Why it was created

The convention was created to solve a structural market problem: bribery distorts international trade and investment.

Before the late 1990s, many jurisdictions did not treat bribery of foreign public officials as a serious crime, and enforcement was inconsistent. In some countries, bribes paid abroad could even be treated as tax-deductible business expenses. The predictable result was a race to the bottom: companies faced pressure to match competitors’ unethical practices to win contracts.

The OECD anti-bribery convention aimed to reset incentives by aligning legal expectations across major exporting economies. The core policy logic is still relevant in 2026:

• If foreign bribery is prosecuted seriously in multiple major jurisdictions, companies are less likely to view it as a “manageable business risk.”
• If bribery is harder to use as a competitive tool, markets become more predictable for companies competing on quality, price, and innovation.
• If enforcement is credible, boards invest in prevention, not just legal defense.

The convention is also designed to reduce enforcement gaps that arise in cross-border cases. A foreign bribery scheme often touches multiple countries (home of the company, country where the bribe is paid, banking routes, intermediary jurisdictions). Without shared legal standards and cooperation expectations, cases fail for procedural reasons even when the underlying facts are strong.

What “foreign bribery” means in practice

Under the convention’s scope, “foreign bribery” generally refers to bribing a foreign public official to obtain or retain business or another improper advantage in international business.

For compliance teams, the practical risk surface is broader than a suitcase of cash. Foreign bribery risk can show up in ordinary commercial processes:

• Use of third parties (agents, consultants, distributors) paid through commissions or “success fees”
• Gifts, hospitality, travel, and event sponsorships linked to tender decisions
• Charitable donations or community projects connected to public decision-makers
• Hiring referrals tied to public officials (nepotism and influence trading risk)
• Joint ventures and consortium bidding with limited transparency on partner conduct

Even when a company does not operate in the public sector, foreign bribery risk can arise through licensing, customs clearance, inspections, permits, or state-owned enterprises.

What it means for a country to become a party

Becoming a party to the OECD anti-bribery convention is not symbolic membership. It commits a country to implement the convention into domestic law and to accept ongoing peer review.

Legal and institutional implications

While domestic legal models vary, parties are expected to ensure that their system can actually deliver enforcement. In practice, this tends to include:

• A clear criminal offense covering bribery of foreign public officials
• Jurisdictional tools to prosecute companies and individuals with sufficient national links (such as nationality, incorporation, or territorial elements)
• Liability for legal persons (corporate liability) or an equivalent mechanism that makes companies sanctionable, depending on the legal system
• Sanctions that deter, not just nominal fines
• Statutes of limitation and procedural rules that allow complex cases to be investigated
• Specialized enforcement capacity, since foreign bribery cases require financial investigation skills and cross-border cooperation

Accounting and audit implications

The convention also emphasizes accounting measures because bribery is frequently enabled through falsified records. Parties commit to measures against:

• Off-the-books accounts
• Unrecorded transactions
• Falsified documents
• Misleading descriptions of expenditures

For companies, this is a crucial point: anti-bribery compliance is not only a policy issue, it is also a finance and controls issue. Gift registers, third-party payments, discounting, and marketing funds can all become accounting risk zones.

International cooperation implications

The convention expects parties to cooperate with each other on investigations, including mutual legal assistance. That matters because foreign bribery investigations are increasingly multi-jurisdictional.

A practical implication for counsel is that “it happened abroad” is not a safe assumption. If the company’s footprint touches a convention party, evidence and assistance requests can move across borders more effectively than many executives expect.

Peer monitoring by the OECD working group on bribery

One of the convention’s distinguishing features is its monitoring mechanism. Parties undergo evaluations and follow-ups that scrutinize not only whether laws exist, but whether enforcement is happening.

That ongoing peer review creates a steady pressure to improve enforcement capacity, close loopholes, and show results. For companies, this matters because enforcement intensity in a country can increase after monitoring cycles and recommendations.

Core obligations under the convention (high-level view)

The exact implementation differs by jurisdiction, but the convention consistently pushes parties toward a similar outcome: foreign bribery should be a prosecutable crime backed by credible enforcement and supported by controls on corporate books and records.

What membership changes for companies (even if the company is not “regulated”)

Companies do not “join” the convention, countries do. But once a country is a party and enforces the convention, the business environment changes.

1) Higher probability of enforcement and multi-country exposure

For companies expanding internationally, the biggest shift is usually not the theoretical legal risk, it is the enforcement reality.

Foreign bribery cases often begin as:

• A whistleblower report
• A suspicious payment flagged by finance or an auditor
• A failed third-party relationship (agent dispute, termination, unpaid commission claim)
• A dawn raid or antitrust investigation that uncovers side conduct (cartels - in particular, bid rigging - and bribery can co-exist)
• Cooperation between authorities across jurisdictions

When multiple jurisdictions share baseline expectations, a single fact pattern can trigger multiple inquiries. That increases legal cost, management distraction, and reputational damage.

2) Stronger expectations on compliance program effectiveness

Membership tends to push countries toward clearer expectations for what “effective” prevention looks like. This aligns with the broader global trend: regulators increasingly focus on whether a program works in practice.

That is where risk analysis in risk management becomes central. Anti-bribery programs are expected to be risk-based, not generic. A high-level code of conduct is rarely enough on its own. Authorities and auditors usually want to see that you:

• Identified your specific bribery scenarios (markets, functions, third parties)
• Designed controls linked to those scenarios
• Collected evidence that controls operate (approvals, due diligence files, training completion, monitoring results)
• Remediated gaps with tracked actions

This risk-based logic also connects well with legal frameworks all over the world, such as Loi Sapin II in France, UK Antibribery Act, US FCPA. Those legal frameworks point in the same direction: documented, operationalized controls tied to real risks.

3) Increased scrutiny of third parties and intermediaries

Foreign bribery is frequently executed through third parties. A country’s commitment to enforce the convention does not only affect companies that interact directly with public officials. It affects companies that pay anyone who can influence officials.

This is why anti-bribery compliance increasingly overlaps with:

• Third-party risk management
• Procurement controls
• Payment governance
• Conflict of interest management

For legal teams, it also raises contract expectations: audit rights, compliance representations, termination clauses, and practical onboarding requirements.

4) Greater importance of books, records, and internal controls

Foreign bribery enforcement often relies on financial evidence. Even when the bribe itself is hard to prove, falsified records and control failures can become the basis for serious consequences.

That means finance, internal audit, and compliance need a shared view of where bribery can hide, for example:

• Marketing funds and rebates
• Discounts and credit notes
• “Consulting” or “facilitation” invoices
• Sponsorships and donations
• Travel and entertainment expenses

Practical implications for compliance officers and lawyers

For compliance and legal leaders in organizations, the convention’s biggest practical consequence is that anti-bribery compliance must be treated as a business system, not a policy document.

Build a risk-based foreign bribery view (not just a generic ABC policy)

A workable approach is to translate “foreign bribery” into your business model:

• Where do you interact with public decision-making (customs, permits, inspections, tenders, state-owned customers)?
• Which revenue lines depend on intermediaries?
• Which geographies, sectors, or business units generate the highest exposure?
• Which payment types are hardest to justify and easiest to misuse?

This is where risk analysis in risk management becomes a daily tool, not an annual workshop. It should drive your control design and monitoring priorities.

Treat documentation as evidence, not decoration

In many enforcement narratives, the absence of evidence is as damaging as the absence of rules. Companies often have policies, but cannot show that controls operated.

Practical evidence patterns include:

• Completed due diligence files for higher-risk third parties
• Approval trails for gifts, hospitality, and sponsorships
• Contractual safeguards and onboarding confirmations
• Completed training and targeted communications
• Monitoring results (samples tested, anomalies identified, remediation tracked)

Assume cross-border coordination is possible

A common mistake in incident response is treating the issue as local. If any part of your footprint involves OECD convention parties, plan for cross-border legal complexity:

• Evidence preservation n- Privilege analysis
• Multi-country reporting duties and disclosure risks
• Consistent remediation narrative across jurisdictions

That is a legal and operational coordination challenge, especially for smaller teams.

How Naltilia supports anti-bribery compliance workstreams

The OECD anti-bribery convention sets expectations at country level, but it translates into day-to-day work inside organizations: risk assessments, controls, remediation, and audit-ready evidence.

Naltilia’s platform is designed to increase compliance team capacity through automation, including:

• Regulatory risk assessment to structure and update bribery risk scenarios
• Remediation actions to track mitigation measures, owners, and deadlines
• Tailor-made policies to keep documentation aligned to actual risk exposure
• Automated data collection to reduce manual chasing of evidence
• Compliance workflow automation to standardize approvals, escalations, and follow-ups

If your organization operates internationally, or sells into public-sector influenced markets, the convention is a reminder that prevention must scale faster than the business. You can learn more about Naltilia’s approach to compliance automation at Naltilia.

Key takeaway

The OECD anti-bribery convention is one of the most influential drivers behind today’s foreign bribery enforcement environment. It was created to stop bribery from functioning as a competitive advantage in global markets, and it does so by requiring countries to criminalize foreign bribery, enable credible enforcement, strengthen accounting safeguards, and cooperate across borders.

For companies, the implication is clear: as more jurisdictions implement and enforce these commitments, the safest strategy is not minimal compliance, but risk-based, evidence-backed anti-bribery controls that can withstand scrutiny in more than one country.