In March 2015 a wave of reforms to the Spanish Criminal Code were approved, substantially altering the liabilities of companies, directors and officers in Spain. A 2010 reform previously introduced the possibility for companies, including branches, to be held criminally liable for acts committed by its representatives i.e. directors and employees. Such criminal offences include bribery, corruption, money laundering, fraud and corporate espionage. However, previously the code was unclear on the use of compliance programmes by companies as an effective defence. The new reform has clarified this and companies were expected to adopt and implement a crime prevention model by the 1st of July 2015. If companies can be seen to be actively monitoring and supervising activities within their businesses this will now be seen as a mitigating factor or complete defence when crimes are committed.
Companies must ensure that clear guidelines are provided to its representatives, including what the company deems both appropriate and inappropriate behavior, and in some cases with training on more complex issues such as bribery or money laundering being offered where appropriate. It is likely that many multinational companies will already have such crime prevention practices in place, however it may now be necessary to have these reviewed to ensure compliance with the new Spanish legislation. This is especially when considering that the new legislation has imposed specific requirements, for example, such defense models should work to;
- Identify practices within the company which may be at particular risk or susceptible to crime;
- Introduce an obligation over company representatives to report any behavior or activity which are suspicious or of concern to an appropriate defined body;
- Introduce a specific disciplinary procedure for all breaches of the crime prevention model.
These amendments further bolster Spain’s attempts to strengthen its compliance requirements, helping to bring it in line with other countries, such as the UK and the US; recognizing further international efforts to legislate against crime and corruption.