The Context
On 22 December 2025, the International Taskforce on Bribery (IFBT) published its official Indicators of Foreign Bribery. This is not a theoretical guide. It is a checklist for prosecutors. The IFBT explicitly states these indicators are not stand-alone and work in conjunction with each other, creating a web of evidence. This publication follows a series of brutal enforcement actions: the former Finance Minister of Mozambique was sentenced to 102 months in prison in January 2025 for a $7 million bribe; a scheme in Ukraine laundered approximately $100 million; and the UK Serious Fraud Office is actively prosecuting individual directors for pre-2010 conduct. The game has changed from corporate fines to personal imprisonment.
The Risk
Directors of New Zealand companies with any offshore operations now face a new, tangible standard of care. The IFBT indicators target Politically Exposed Persons (PEPs), offshore holdings, and even the private school enrollments of their children. They flag high-risk conduct like “requires unusual secrecy in relation to transactions.” This creates a paper trail for prosecutors to allege you “knew or ought to have known.” Under Section 138 of the Companies Act 1993, a director’s duty to act in good faith and in the best interests of the company may be breached by turning a blind eye to these now-publicised red flags. The precedent from the UK SFO shows they will pursue individual executives for conspiracy and concealment, separate from any corporate charge. Your personal liberty is the new enforcement frontier.
The Control
Treat the IFBT document as a mandatory audit framework. Your compliance programme must be recalibrated to actively hunt for these specific indicators—unusual secrecy, reluctance to share records, payments to PEP-linked accounts—in every high-risk jurisdiction. This is not a box-ticking exercise for the General Counsel; it requires direct board oversight. Commission an immediate, privileged review of all agent and intermediary relationships in markets identified by the IFBT, using their indicators as the test. Assume any finding will eventually be discoverable by a regulator.
The Challenge
These are the critical questions you should be raising at the board table:
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When was our last third-party due diligence refreshed against the IFBT’s December 2025 indicators, and which specific relationships would now be flagged for immediate termination? |
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Can our CFO demonstrate, with evidence, that our financial controls would detect a “request for unusual secrecy” in a transaction, as defined by the IFBT, before payment is authorised? |
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What is our protocol for investigating the source of wealth of a counterparty who is a Politically Exposed Person, and who at the board level reviews the findings? |