Proposed Amendments to Anti-Corruption Legislation to Align with OECD Standards
The Thai Government is advancing amendments to the Organic Act on Prevention and Suppression of Corruption, B.E. 2561 (2018) (OAAC), with the objective of strengthening the country’s framework for combating foreign bribery and aligning it more closely with the standards of the Organization for Economic Co-operation and Development (OECD). The proposed revisions primarily target Section 176 of the OAAC, which establishes the offense of bribing foreign public officials or officials of international organizations, along with associated corporate liability provisions.
These changes form part of Thailand’s broader strategy to meet OECD expectations in preparation for potential accession to the OECD Anti-Bribery Convention and formal membership assessment by 2030.
Key Proposed Amendments to the Foreign Bribery Offense:
The revisions seek to address gaps identified in the current regime and to achieve functional equivalence with OECD Anti-Bribery Convention requirements. Principal elements include:
• Broadening the scope of prohibited conduct: The offense will explicitly cover bribery through intermediaries, advantages conferred on third parties, and inducements intended to cause or refrain from any official action, irrespective of whether such action falls within the official’s authorized duties. Limiting language, such as the requirement of intent “to delay” official action, will be removed.
• Clarification of definitions: Key terms including “person”, “property or other benefit”, “foreign country”, “foreign public official”, and “international organization” will be refined or expanded for greater legal certainty.
• Introduction of new offense: Conspiracy to commit foreign bribery will be established as a standalone criminal offense.
• Penalties: Sanctions for natural persons will be aligned in severity with those applicable to the bribery of Thai public officials. Corporate fines will be recalibrated to reflect the gravity of the offense, with consideration given to supplementary administrative measures, such as license suspension or revocation.
Enhancements to Corporate Liability Regime
Significant attention is being paid to the liability of juristic persons:
• Associated persons: Revised definitions will clarify the categories of individuals and entities whose actions may trigger corporate liability.
• Defense: An additional compliance defense will require not only the existence of adequate internal controls but also their effective implementation, supervision, and enforcement.
• Independent corporate liability: The amendments will confirm that a juristic person’s liability persists independently of any prosecution or conviction of the individual perpetrator and remains unaffected by corporate restructuring, mergers, acquisitions, or changes in legal form.
• Statutes of limitation: Appropriate limitation periods for corporate offenses will be reviewed to ensure effective enforcement.
Practical Implications for Businesses:
These amendments, once enacted, will have material consequences for Thai and foreign companies operating in or through Thailand:
• Heightened compliance expectations: Companies will need to review and, where necessary, strengthen anti-bribery policies, due diligence procedures, and internal controls, particularly in relation to intermediaries, third-party payments, and cross-border transactions.
• Increased enforcement risk: A clearer and broader offense, combined with robust corporate liability provisions, will facilitate more effective investigations and prosecutions, elevating reputational and financial risks associated with foreign bribery.
• Investment and trade benefits: Alignment with OECD standards is expected to enhance international credibility, improve access to foreign investment, and support smoother cross-border business dealings. It will also position Thai companies more favorably in jurisdictions that apply strict anti-bribery due diligence requirements.
Key Takeaways:
• The proposed amendments to the OAAC aim to bring Thailand’s foreign bribery laws into closer alignment with OECD standards, supporting potential accession to the OECD Anti-Bribery Convention.
• Key changes include a significantly expanded foreign bribery offense, new conspiracy provisions, clarified definitions, and strengthened corporate liability rules.
• Businesses should expect higher compliance standards, with particular focus on adequate and effectively enforced anti-bribery controls.
• Successful implementation will enhance Thailand’s international reputation, reduce cross-border corruption risks, and support long-term economic competitiveness and foreign investment inflows.
Businesses are advised to monitor the legislative process closely and begin assessing their existing compliance programs in anticipation of these important reforms.
Author: Panisa Suwanmatajarn, Managing Partner.
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