United Kingdom: Serious Fraud Office obtains record GBP 281 million corporate penalty following UK conviction in relation to bribery in Africa

In brief

In June 2022, Glencore, one of the world's largest commodity traders, pleaded guilty to paying bribes to officials in three West African countries and for failing to prevent agents and employees from doing so in two other African countries. 

On 3 November 2022, Glencore was sentenced and ordered to pay a record amount of GBP 281 million (consisting of a GBP 182.9 million fine, a GBP 93.5 million confiscation order and GBP 4.5 million in respect of the Serious Fraud Office's (SFO) costs).


Following an investigation launched in 2019, the SFO alleged that Glencore had paid more than USD 28 million to gain preferential access to oil, favourable delivery dates and increased cargoes between 2011 and 2016. The payments made were described as service fees or funds required to open new offices.

In June 2022, Glencore pleaded guilty to two counts under Section 7 of the UK Bribery Act 2010 (UKBA) for failing to prevent bribery. It also pleaded guilty to five further counts under Section 1 of the UKBA. As a result, this case represents the first-ever corporate conviction for actively authorising bribery (as opposed to failure to prevent bribery).

Glencore received a discount of one-third on its fine, as the guilty plea was made "at the earliest opportunity". The judge also gave Glencore credit for its full co-operation with the SFO's investigation and efforts to overhaul its compliance procedures. Still, the confiscation order is the largest ever for an SFO case and GBP 281 million is the highest penalty imposed in the UK following a corporate criminal conviction (although higher fines have been imposed on companies that have entered into deferred prosecution agreements with the SFO).

What this means for corporates

The record-breaking amount of the penalty should serve as a warning. As His Honour Judge Peter Fraser stated in his sentencing remarks, "[o]ther companies tempted to engage in similar corruption should be aware that similar sanctions lie ahead". 

Four key themes of interest to multijurisdictional corporates can be drawn out from the outcome of this matter:

  1. The effectiveness of the SFO

The SFO has, in recent years, come in for a barrage of criticism for its failure to secure big-ticket convictions and its investigative processes and procedures. While this conviction will do little to quell that criticism, the conviction does at least amount to a success for the SFO and its embattled director, both in terms of the eventual outcome and, arguably, the time in which the matter was concluded (the investigation having commenced in 2019).

  1. Global co-operation

The international element of this case, and the involvement of (and, presumably, co-operation between) prosecutors from the UK, US, and Brazil demonstrates, yet again, the increasing levels of co-operation between prosecutors from around the world when investigating and prosecuting international corruption. That co-operation brings into focus the importance of companies seeking local legal advice in all relevant jurisdictions at an early stage when a compliance issue arises. This is so that steps/positions taken in one jurisdiction do not undermine steps/positions taken in another jurisdiction. 

  1. Adequate systems and controls must be policed globally

The sentencing remarks make it clear that, while Glencore had in place anti-bribery and anti-money laundering policies and procedures, there was a failure to implement those policies and procedures. Again, this case makes the point for international corporates that the presence of policies and procedures is just part of the compliance jigsaw. To ensure adequate compliance (and to enable reliance on defences such as adequate procedures under the UKBA), policies and procedures must be fully implemented, regularly updated and reviewed, properly funded, and rigorously enforced throughout a company's worldwide operations. See Baker McKenzie's guide to the 5 Essential Elements of Corporate Compliance here.

  1. The benefits of co-operation

The judge noted that there may have been an even higher fine if not for the company's full co-operation with the SFO and the work that the company had done to improve its compliance procedures. This outcome reinforces that companies seeking a reduction in sanctions from the court following a compliance issue must ensure that there are immediate and significant improvements to the culture of compliance within the organisation. Specifically, the judge noted that: "Glencore has engaged in corporate reform, and today appears to be a very different corporation than it was at the time of these offences". Cooperation with the SFO's investigation also served to reduce Glencore's sanction, with the judge noting that:

It is very much in Glencore's favour…that it demonstrated such full co-operation with the investigation. It not only instituted its own internal review, and engaged external professionals to assist, but shared the fruits of that with the SFO, including limited waiver of privilege over some internal interviews.

Potential next steps

The next test for the SFO may come as soon as April of next year, as it has indicated that it is considering bringing charges against 11 (currently anonymous) former Glencore executives for their role in the conduct. While the SFO has secured large fines from companies in recent years in relation to bribery allegations, both through guilty pleas and the DPA process, its record securing convictions against individuals has been far less convincing. Time will tell whether the SFO's efforts to secure convictions against individuals in the Glencore matter will fare any better.

Related content: 5 Essential Elements of Corporate Compliance - A Global Template

Copyright © 2023 Baker & McKenzie. All rights reserved. Ownership: This documentation and content (Content) is a proprietary resource owned exclusively by Baker McKenzie (meaning Baker & McKenzie International and its member firms). The Content is protected under international copyright conventions. Use of this Content does not of itself create a contractual relationship, nor any attorney/client relationship, between Baker McKenzie and any person. Non-reliance and exclusion: All Content is for informational purposes only and may not reflect the most current legal and regulatory developments. All summaries of the laws, regulations and practice are subject to change. The Content is not offered as legal or professional advice for any specific matter. It is not intended to be a substitute for reference to (and compliance with) the detailed provisions of applicable laws, rules, regulations or forms. Legal advice should always be sought before taking any action or refraining from taking any action based on any Content. Baker McKenzie and the editors and the contributing authors do not guarantee the accuracy of the Content and expressly disclaim any and all liability to any person in respect of the consequences of anything done or permitted to be done or omitted to be done wholly or partly in reliance upon the whole or any part of the Content. The Content may contain links to external websites and external websites may link to the Content. Baker McKenzie is not responsible for the content or operation of any such external sites and disclaims all liability, howsoever occurring, in respect of the content or operation of any such external websites. Attorney Advertising: This Content may qualify as “Attorney Advertising” requiring notice in some jurisdictions. To the extent that this Content may qualify as Attorney Advertising, PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME. Reproduction: Reproduction of reasonable portions of the Content is permitted provided that (i) such reproductions are made available free of charge and for non-commercial purposes, (ii) such reproductions are properly attributed to Baker McKenzie, (iii) the portion of the Content being reproduced is not altered or made available in a manner that modifies the Content or presents the Content being reproduced in a false light and (iv) notice is made to the disclaimers included on the Content. The permission to re-copy does not allow for incorporation of any substantial portion of the Content in any work or publication, whether in hard copy, electronic or any other form or for commercial purposes.