Global M&A trends and risks
Powerful new forces shaping in the M&A landscape
You can withdraw your consent by clicking “manage cookies” and following the instructions shown.
Global | Publication | February 2016
In this article, we examine Thailand’s newly amended anti-corruption laws, highlighting the new offences introduced and new powers granted to its local anti-corruption commission.
Thailand’s amendments to its anti-corruption laws bring the country into line with the 2003 UN Convention Against Corruption. The amendments introduce new offences for bribery involving foreign government officials and international organisations, as well as new powers for the National Anti-Corruption Commission (NACC) and the Thai courts.
The amendments also introduce specific liabilities for companies that benefit from bribes made by employees, affiliates and agents, irrespective of whether or not they had the authority to act on the company’s behalf. A company can be fined up to twice the amount of damage incurred or benefit received.
Companies with operations in Thailand therefore need to ensure they have robust anti-bribery and corruption policies in place, and that staff, as well as external agents and contractors are made aware of these, and receive appropriate training. We look at the amendments in further detail below.
Prior to the amendments, bribery offences covered under the Organic Act on Counter Corruption B.E. 2542 (OACC) applied to only Thai government officials. The amendments expanded the scope of offences to include foreign government officials and international organisations. Specifically, it is an offence under the OACC for:
Under the amendments, foreign officials is defined to include any person working for a foreign government or foreign state enterprise or any person working in or on behalf of an international organisation (such as NGOs), but not private corporations.
The prescribed penalties for bribery offences involving either a Thai government official or foreign official are similar to existing penalties for bribery under the Thai Penal Code (Penal Code). The following table compares the penalties under OACC and under the Penal code, which only applies to Thai officials.
|Offence||Penalties under the OACC||Penalties under the Penal Code|
|Seeking, accepting or agreeing to accept a bribe to act or omit to act in their official capacity|
|Acting or omitting to act in their official capacity as a result of a bribe sought, accepted or agreed to accept before holding the relevant official position||Imprisonment for 5 to 20 years or life imprisonment and a fine of between THB 100,000 to 400,000||Imprisonment for 5 to 20 years or life imprisonment and a fine of between THB 2,000 to 40,000|
|An intermediary seeking, accepting or agreeing to accept a benefit with a view to influencing the decision or action of an official|
|Any person offering, requesting or agreeing to offer a bribe to any official to induce any action, omission or delay in acting which is contrary to their official duties|
Generally, it is easier for the NACC to enforce the OACC than the Penal Code as, for instance, NACC can directly investigate and (if it chooses) prosecute cases under the OACC. Most of the offences under the Penal Code are investigated by the police and prosecuted by the public prosecutor.
The amendment also introduce a strict liability offence for any company which benefits from a bribe by a ‘related person’, which includes an employee, agent, affiliate or any person acting for or on behalf of the company, irrespective of whether or not the related person has the authority to act. The offence does not require any intention on the part of the company to make the bribe.
The prescribed penalty for bribery is a fine of up to twice the amount of damage incurred or benefit received.
A company charged with bribery by a related person will have a defence if it can prove that it has in place ‘appropriate’ internal controls to prevent the bribe. There is no official guidance as to what would constitute ‘appropriate’ internal controls in this context.
Along with the new bribery offences involving foreign government officials and international organisations, the NACC has also been given additional powers to:
The Thai courts have also been given additional powers to:
The amendments also provide for the suspension of the statutory limitation period for offences committed by politicians where the politician flees during prosecution or after having been found guilty by a final judgment of the court.
Nina Varumo is a freelance portrait and documentary photographer based in Stockholm. A recent project of hers Kvinnor till sjöss (‘Women at sea’) is on ongoing photo series highlighting the working life of female seafarers in order to change the stereotypical image of what and who is a seafarer.
Companies have been publicly reporting on their financial performance for over a hundred years. However, they are increasingly having to make public non-financial disclosures relating to sustainability and environmental, social and governance (ESG) matters as a result of rules, laws and regulations issued by stock exchanges, governments and regulators worldwide.
© Norton Rose Fulbright LLP 2023