Anti-Bribery Compliance in Nigeria: When Business Payments Become Illegal

A gift to a government official. A payment to “speed up” an approval. A consultant with the right connections. A dinner meeting with a regulator. These actions may appear routine in business. However, where value is offered to influence official action, Nigerian law may treat the conduct very differently.

THE LEGAL FRAMEWORK

Anti-corruption obligations in Nigeria are governed by multiple laws, including: - Corrupt Practices and Other Related Offences Act 2000; - Economic and Financial Crimes Commission Act 2004; - Money Laundering (Prevention and Prohibition) Act 2022; - Public Procurement Act 2007; - Companies and Allied Matters Act 2020; and - Sector-specific regulatory frameworks. For businesses, anti-corruption compliance is a governance issue—not merely a legal issue.

THE LAW DOES NOT ONLY TARGET CASH PAYMENTS.

Under Nigerian anti-corruption legislation, improper benefits may extend beyond money. Potentially problematic conduct may include: - gifts; - hospitality; - employment opportunities; - contracts; - preferential treatment; - personal benefits; and - payments made through intermediaries. The question is not only what was given, but why it was given and what was expected in return.

COMMON RISK AREAS FOR BUSINESSES

Companies should exercise caution around: - payments described as “facilitation fees”; - gifts to officials involved in approvals or regulation; - engaging politically exposed persons or their associates; - third-party agents who interact with government agencies; - excessive hospitality involving decision- makers; and - undocumented payments or expenses. Small transactions can create significant compliance exposure.

“WE USED A CONSULTANT” IS NOT ALWAYS A DEFENCE.

Businesses are often exposed through third parties. Agents, consultants, contractors and intermediaries may create liability where they make improper payments or provide unlawful benefits on behalf of the company. A strong compliance system must therefore extend beyond employees.

CORPORATE LIABILITY IS A BOARD-LEVEL CONCERN.

Anti-corruption failures can expose businesses and individuals to: - criminal investigations; - financial penalties; - regulatory sanctions; - loss of licences or business opportunities; - procurement restrictions; and - reputational damage. For growing companies, compliance failures can affect investment, partnerships and market credibility.

INTERNATIONAL EXPOSURE MATTERS.

Companies with international investors, operations or expansion plans may also face foreign anti-bribery obligations, including: - the United States Foreign Corrupt Practices Act (FCPA); and - the United Kingdom Bribery Act 2010. Cross-border businesses must understand that compliance expectations increasingly extend beyond Nigerian borders.

BUILDING AN EFFECTIVE ANTI-BRIBERY FRAMEWORK

Serious businesses should consider implementing: ✓ Anti-bribery and corruption policies; ✓ Clear gifts and hospitality guidelines; ✓ Third-party due diligence procedures; ✓ Employee compliance training; ✓ Reporting and whistleblowing mechanisms; ✓ Transaction approval processes; and ✓ Regular compliance reviews. Compliance should be built before a crisis arises.

THE QUESTION IS NOT ALWAYS “HOW MUCH WAS GIVEN?

The Real Question Is:

• “Was something of value provided to
• improperly influence an official
• decision?”

For founders, executives and boards, anti-corruption compliance is not optional. It is part of building a sustainable business.