The Context
In December 2025, the International Foreign Bribery Taskforce (IFBT)—comprising the Five Eyes intelligence alliance—published its first harmonised ‘Indicators of Foreign Bribery’ guidance. This consolidates decades of investigative experience from the UK SFO, US FBI, Australian AFP, and New Zealand’s own Police and Serious Fraud Office. This is not a news item. It is a pre-emptive strike. The IFBT has publicly stated that ‘international cooperation among enforcement agencies is stronger than ever’ and that companies exploiting jurisdictional gaps will find it ‘increasingly difficult to avoid scrutiny.’ They have handed every regulator a unified playbook for detection.
The Risk
Your personal liability just became quantifiable. The guidance explicitly names the red flags your company must now monitor: complex ownership structures, contracts awarded without tender, and suspicious payment flows. If your firm operates in high-risk sectors like extractives, defence, or major infrastructure, and these indicators are present, you cannot plead ignorance. A failure to implement systems to detect them creates documented evidence of negligence. Under the Companies Act 1993, Section 131, directors have a duty to exercise reasonable care, skill, and diligence. This guidance defines the new standard of ‘reasonable.’ Ignoring it may indicate a failure of that duty. The Serious Fraud Office can, and will, use this framework to build cases where personal liability is in scope.
The Control
Treat this guidance as a mandatory operational risk framework. Integrate the specific indicators—layered corporate entities, nominee shareholders, unqualified contractors—directly into your third-party due diligence and financial controls. Your compliance function must now map all high-risk jurisdiction operations against this list. This is not a ‘nice-to-have’ ESG report; it is a defensive legal document proving you acted on the intelligence provided by your own government’s enforcement agencies.
The Challenge
These are the critical questions you should be raising at the board table:
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Has our General Counsel conducted a gap analysis between our current anti-bribery controls and the specific 28 indicators listed in the IFBT guidance, and where exactly are we exposed? |
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For every joint venture, agent, or supplier in a high-risk jurisdiction, can we definitively trace the ultimate beneficial owner and prove the commercial rationale for their selection? |
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What is the board’s direct line of sight into payment approvals for overseas projects, and what specific anomaly would trigger an immediate freeze and escalation to this committee? |