Relevant international and domestic law

International anti-corruption conventions

To which international anti-corruption conventions is your country a signatory?

Singapore became a signatory to the United Nations Convention against Corruption on 11 November 2005 (ratified on 6 November 2009) and to the United Nations Convention against Transnational Organized Crime on 13 December 2000 (ratified on 28 August 2007).

Singapore has been a member of the Financial Action Task Force since 1992, was one of the founding members of the Asia-Pacific Group on Money-Laundering in 1997, and was admitted as a member of the Egmont Group of Financial Intelligence Units in 2002. Singapore is also a member of the Asia Development Bank’s and Organisation for Economic Cooperation and Development’s joint Anti-Corruption Initiative for Asia and the Pacific, which it endorsed on 30December2001.

Foreign and domestic bribery laws

Identify and describe your national laws and regulations prohibiting bribery of foreign public officials (foreign bribery laws) and domestic public officials (domestic bribery laws).

The primary Singapore statutes prohibiting bribery are the Prevention of Corruption Act (PCA) (Cap 241, 1993 Rev Ed) and the Penal Code (Cap 224, 2008 Rev Ed).

Sections 5 and 6 of the PCA prohibit bribery in general. Section 5 makes active and passive bribery by individuals and companies in the public and private sectors an offence. Section 6 makes it an offence for an agent to be corruptly offered or to corruptly accept gratification in relation to the performance of a principal’s affairs or for the purpose of misleading a principal. The term ‘gratification’ is interpreted broadly.

Sections 11 and 12 of the PCA prohibit the bribery of domestic public officials, such as members of parliament and members of a public body. A public body is defined as:

[A]ny corporation, board, council, commissioners or other body which has power to act under and for the purposes of any written law relating to public health or to undertakings or public utility or otherwise to administer money levied or raised by rates or charges in pursuance of any written law.

The Singapore Interpretation Act defines the term ‘public officer’ as ‘the holder of any office of emolument in the service of the [Singapore] Government’.

The PCA does not specifically target bribery of foreign public officials, but such bribery could fall under the ambit of the general prohibitions, namely section 6 on corrupt transactions with agents.

The Penal Code also contains provisions that relate to the bribery of public officials (sections 161 to 165). Public officials are referred to in the Penal Code as ‘public servants’, which have been defined in the Penal Code to include mainly domestic public officials.

Sections 161 to 165 describe the following scenarios as constituting bribery:

  • a public servant taking a gratification, other than legal remuneration, in respect of an official act;
  • a person taking a gratification to influence a public servant by corrupt or illegal means;
  • a person taking a gratification for exercising personal influence over a public servant;
  • abetment by a public servant of the above offences; and
  • a public servant obtaining anything of value, without consideration or with consideration the public servant knows to be inadequate, from a person concerned in any proceedings or business conducted by such public servant.

In addition to the above, the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA) (Cap 65A, 2000 Rev Ed)- Singapore’s key anti-money laundering statute- provides for the confiscation of benefits derived from corruption and other criminalconduct.

Successor liability

Can a successor entity be held liable for violations of foreign and domestic bribery laws by the target entity that occurred prior to the merger or acquisition?

In a situation where the acquiring entity purchases shares in the target entity, the acquiring entity is not legally liable for acts of bribery by the target entity that occurred prior to the merger or acquisition. This is because of the common law doctrine of separate legal personality. Likewise, there is no change to the legal liability or otherwise of the target entity following the change of identity of its shareholder or shareholders.

Subsequent to the acquisition, the commercial value of the target entity sought by the acquiring entity may be adversely affected in the event that the target entity is investigated, prosecuted or ultimately held liable for acts of bribery that occurred prior to the acquisition. The target entity may be liable for investigation costs, suffer business disruptions and loss of revenue and may have to bear financial penalties or debarment consequences. These may adversely impact the value of the shares in the target entity, which are in turn owned by the acquiring entity.

Civil and criminal enforcement

Is there civil and criminal enforcement of your country’s foreign and domestic bribery laws?

Yes, criminal enforcement against corrupt activities is provided for in both the PCA and the Penal Code. In particular, if the court rules that there has been a violation of the general prohibitions on bribery in the PCA, a penalty of a fine, imprisonment or both will be imposed on the offender. The offender may also have to pay the quantum of the bribereceived.

With regard to civil enforcement, a victim of corruption will be able to bring a civil action to recover the property of which it has been deprived. Section 14 of the PCA expressly provides that, where gratification has been given to an agent, the principal may recover, as a civil debt, the amount or the money value thereof either from the agent or the person paying the bribe. This provision is without prejudice to any other right and remedy that the principal may have to recover from his agent any money or property. The objective of imposing this additional penalty is to disgorge the offender’s proceeds from the corrupt transaction.

The case Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd) [2014] SGCA 22 provides an example of a company successfully bringing a civil claim against its former chief executive and director, Ho Kang Peng, for engaging in corrupt activities. The Court of Appeal dismissed Ho’s appeal from the High Court, holding that he had breached his fiduciary duties owed to the company by making and concealing unauthorised payments in the name of the company. The Court of Appeal found that although the payments were for the purpose of securing business for the company, Ho could not be said to be acting in the genuine interests of the company because the payments were, in effect, gratuities and thereby ran the unjustified risk of subjecting the company to possible criminal liability.

Dispute resolution and leniency

Can enforcement matters involving foreign or domestic bribery be resolved through plea agreements, settlement agreements, prosecutorial discretion or similar means without a trial? Is there a mechanism for companies to disclose violations of domestic and foreign bribery laws in exchange for lesser penalties?

The public prosecutor has discretion to initiate, conduct or discontinue any criminal proceedings. It may be possible for a person under investigation to convince the public prosecutor not to initiate criminal proceedings against him or, if criminal proceedings have already been initiated, an accused person may submit letters of representation (on a ‘without prejudice’ basis) to the public prosecutor to negotiate the possible withdrawal, amendment, or reduction of charges. The public prosecutor has sole discretion whether to accede to such letters of representation. It may also be possible for an accused person to plead guilty to certain charges, in return for which the public prosecutor will withdraw or reduce certain other charges. The accused may also plead guilty to the charges brought against him so as to resolve a particular matter without a trial, and then enter a mitigation plea.

In March 2013, the Attorney General’s Chambers (AGC) and the Law Society issued the Code of Practice for the Conduct of Criminal Proceedings by the Prosecution and Defence, which is a joint code of practice that sets out the duties of prosecutors and lawyers during criminal trials and deals with various matters including plea bargaining.

The Criminal Justice Reform Act was passed by Parliament on 19 March 2018 and came into force on 31 October 2018, amending the Criminal Procedure Code (CPC) to introduce Deferred Prosecution Agreements (DPAs) into Singapore’s criminal justice framework. Under a DPA, the prosecution can agree not to prosecute a corporation in exchange for strict compliance with certain conditions, which may include implementing adequate compliance procedures or remediation efforts. Self-reporting may also be a factor taken into account in the prosecution’s decision whether to agree to a DPA, and in deciding on any penalty imposed.

On the mechanism for companies to disclose violations of domestic and foreign bribery laws in exchange for lesser penalties, the PCA and the Penal Code do not expressly provide a formal mechanism for companies to disclose violations of bribery laws in exchange for leniency.

While there are no formal legislative mechanisms in place, an informal plea-bargaining process with the public prosecutor is available as described above.

Apart from the informal plea-bargaining process, Singapore’s courts introduced a voluntary Criminal Case Resolution programme in 10 October 2011, where a senior district judge functions as a neutral mediator between the prosecution and defence with a view to parties reaching an agreement. Once proceedings have been initiated, the accused may, having reviewed the evidence in the prosecution’s case, choose to plead guilty and enter a plea mitigation to avoid a public trial. In appropriate cases, the judge may also provide an indication of sentence. However, such indication will only be provided if requested by the accused. If the mediation is unsuccessful, the judge will not hear the case.

In October 2010, there was a court ruling involving the CEO of AEM-Evertech, a Singapore-listed company, who exposed corrupt practices by the company’s top management, including himself (see Public Prosecutor v Ang Seng Thor [2010] SGDC 454 - the AEM-Evertech case). In sentencing the CEO, the district judge took into consideration the fact that his whistle-blowing helped to secure the conviction of other members of the company’s management and consequently did not impose a prison sentence. However, in May 2011, the prosecution successfully appealed against this decision. It was held by the High Court that the judge in the first instance, had, on the facts, incorrectly found that the CEO’s role in the matter demonstrated a low level of culpability (see Public Prosecutor v Ang Seng Thor [2011] 4 SLR 217). It also found that the CEO was not an archetypal whistle-blower, owing to the fact that he only admitted personal wrongdoing when placed under investigation by the main government agency that enforces bribery laws in Singapore, the Corrupt Practices Investigation Bureau (CPIB) in May 2007 and had failed to approach the authorities directly with evidence of unauthorised activities. The sentence imposed at first instance was, therefore, set aside and substituted with a sentence of six weeks’ imprisonment and a fine of S$25,000 on each of the two charges, with each prison sentence to run consecutively.

Although the High Court overruled the first instance decision, the case confirms that a genuine whistle-blower would potentially be treated with a degree of leniency during sentencing. The exercise of judicial discretion will depend, in part, on the motivation of the whistle-blower and the degree of cooperation during the investigation.

In addition, in December 2017, a Singapore-based shipbuilding company was issued a ‘conditional warning’ by Singapore’s CPIB as part of its global resolution between the US Department of Justice (US DOJ), Brazilian and Singapore authorities. In announcing the resolution, the CPIB and AGC stated that in issuing the ‘conditional warning’, due consideration was given to the company for self-reporting to CPIB and AGC the corrupt payments that had been made.

Self-disclosure of violations is also likely to be a significant factor in the public prosecutor’s consideration on whether to enter into a DPA with a company to resolve corporate misconduct under the DPA regime recently enacted in Singapore.

Foreign bribery

Legal framework

Describe the elements of the law prohibiting bribery of a foreign public official.

There are no provisions in the PCA or the Penal Code that specifically prohibit bribery of a foreign public official. However, the general prohibition against bribery in the PCA, in particular on corrupt transactions with agents, read together with section 37 of the PCA, prohibits, in effect, the bribery of a foreign public official outside Singapore by a Singaporean citizen.

Section 37 of the PCA gives the anti-corruption legislation extraterritorial effect, because if the act of bribery takes place outside Singapore and the bribe is carried out by a Singaporean citizen, section 37 of the PCA states that the offender would be dealt with as if the bribe had taken place in Singapore.

Under section 5 of the PCA, it is an offence for a person (whether by himself or herself, or in conjunction with any other person) to:

  • corruptly solicit, receive, or agree to receive for himself, herself or any other person; or
  • corruptly give, promise, or offer to any person, whether for the benefit of that person or of another person, any gratification as an inducement to or reward for, or otherwise on account of:
    • any person doing or forbearing to do anything in respect of any matter or transaction whatsoever, actual or proposed; or
    • any member, officer or servant of a public body doing or forbearing to do anything in respect of any matter or transaction whatsoever, actual or proposed, in which such public body is concerned.

It is also an offence under section 6 of the PCA for:

  • an agent to corruptly accept or obtain any gratification as an inducement or reward for doing or forbearing to do any act in relation to his or her principal’s affairs;
  • a person to corruptly give or offer any gratification to an agent as an inducement or reward for doing or forbearing to do any act in relation to his or her principal’s affairs; or
  • a person to knowingly give to an agent a false or erroneous or defective statement, or an agent to knowingly use such statement, to deceive his or her principal.

Section 4 of the Penal Code also creates extraterritorial obligations for all public servants of Singapore and states that any act or omission committed by a public servant outside of Singapore in the course of his or her employment would constitute an offence in Singapore and will be deemed to have been committed in Singapore. Accordingly, if the public servant accepted a bribe overseas, he or she would be liable under Singaporean law.

The extraterritorial effects of the PCA and Penal Code are limited in the respect that they only apply to Singapore citizens and Singapore public servants respectively. In Public Prosecutor v Taw Cheng Kong [1998] 2 SLR 410, a case involving a constitutional challenge to the extraterritoriality of section 37 of the PCA, the court upheld the provision and concluded that it was ‘rational to draw the line at citizenship and leave out non-citizens, so as to observe international comity and the sovereignty of other nations’. The court further observed that the language of the provision was wide and ‘capable of capturing all corrupt acts by Singaporean citizens outside Singapore, irrespective of whether such corrupt acts have consequences within the borders of Singapore or not’.

As regards non-citizens committing corruption outside Singapore that could cause harm in Singapore, the court opined that section 29 of the PCA, which deals with the abetment of a corrupt act abroad, could be wide enough to address that scenario.

The CDSA, which primarily deals with the prevention of laundering of the proceeds of corruption and other serious crimes, also has extraterritorial application. The CDSA expressly applies to property whether situated in Singapore or elsewhere. In particular, section 47 of the CDSA provides that any person who knows or has reasonable ground to believe that any property represents another person’s benefits from criminal conduct is guilty of an offence if he or she conceals, disguises, converts, transfers or removes that property from the jurisdiction for the purposes of assisting any person to avoid prosecution. Criminal conduct is defined to include any act constituting a serious crime in Singapore or elsewhere.

Definition of a foreign public official

How does your law define a foreign public official, and does that definition include employees of state-owned or state-controlled companies?

As the PCA and the Penal Code do not specifically deal with the bribery of a foreign public official, the statutes do not define this term.

Gifts, travel and entertainment

To what extent do your anti-bribery laws restrict providing foreign officials with gifts, travel expenses, meals or entertainment?

There are no express restrictions in the PCA or Penal Code on providing foreign officials with gifts, travel expenses, meals or entertainment. However, any gift, travel expense, meal or entertainment provided with the requisite corrupt intent will fall foul of the general prohibition under the PCA, and would constitute an offence.

The PCA prohibits (among other things), the offer or provision of any ‘gratification’ if accompanied with the requisite corrupt intent. The term ‘gratification’ is broadly defined under the PCA to include:

  • money;
  • gifts;
  • loans;
  • fees;
  • rewards;
  • commissions;
  • valuable security;
  • property;
  • interest in property;
  • employment contract or services or any part or full payment;
  • release from or discharge of any obligation or other liability; and
  • any other service, favour or advantage of any description whatsoever (see Public Prosecutor v Teo Chu Ha [2014] SGCA45).

Under the Penal Code, the term ‘gratification’ is used but not expressly defined. The explanatory notes to the relevant section stipulate that the term is not restricted to pecuniary gratifications or those with monetaryvalue.

Singapore’s courts have also held that questionable payments made pursuant to industry norms or business customs will not constitute a defence to any prosecution brought under the PCA (see Public Prosecutor v Soh Cham Hong [2012] SGDC 42) and any evidence pertaining to such customs will be inadmissible in any criminal or civil proceedings under section 23 of the PCA (see Chan Wing Seng v Public Prosecutor [1997] 1 SLR(R) 721).

Facilitating payments

Do the laws and regulations permit facilitating or ‘grease’ payments to foreign officials?

Neither the PCA nor the Penal Code expressly permits facilitating or ‘grease’ payments. This prohibition also applies to foreign officials. Such payments would technically constitute an act of bribery under the general prohibitions of both the PCA and the Penal Code. Notably, section 12(a)(ii) of the PCA prohibits the offer of any gratification to any member of a public body as an inducement or reward for the member’s ‘expediting’ of any official act, among other prohibited acts.

Payments through intermediaries or third parties

In what circumstances do the laws prohibit payments through intermediaries or third parties to foreign public officials?

Corrupt payments through intermediaries or third parties, whether such payments are made to foreign public officials or to other persons, are prohibited. Section 5 of the PCA expressly provides that a person can commit the offence of bribery either ‘by himself or by or in conjunction with any other person’.

Individual and corporate liability

Can both individuals and companies be held liable for bribery of a foreign official?

Both individuals and companies can be held liable for bribery offences, including bribery of a foreign official. The various provisions in the PCA and Penal Code set out certain offences that may be committed by a ‘person’ if such person were to engage in certain corrupt behaviour. The term ‘person’ has been defined in the Singapore Interpretation Act to include ‘any company or association of body of persons, corporate or unincorporated’.

In addition, Singapore case law indicates that corporate liability can be imposed on companies for crimes committed by their employees, agents, etc (see Tom Reck Security Services Pte Ltd v PP [2001] 2 SLR 70). A test for establishing corporate liability is whether the individual who committed the crime can be regarded as the ‘embodiment of the company’ or whose acts ‘are within the scope of the function of management properly delegated to him’. This test, known as the ‘identification doctrine’, was derived from English case law (Tesco Supermarkets Ltd v Nattrass [1971] 2 All ER 127). It was subsequently broadened in the Privy Council case of Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 AC 500, which held that the test for attributing mental intent should depend on the purpose of the provision creating the relevant offence. This broader approach has been affirmed in Singapore (The Dolphina [2012] 1 SLR 992) in a case involving shipping and conspiracy but not in the context of bribery offences.

However, the test for corporate liability is different in relation to money-laundering offences. Section 52 of the CDSA introduces a lower threshold of proof for corporate liability. It provides that where it is necessary to establish the state of mind of a body corporate in respect of conduct engaged by the body corporate it shall be sufficient to show that a director, employee or agent of the body corporate acting within the scope of his or her actual or apparent authority, had that state of mind. Likewise, any conduct engaged in or on behalf of a body corporate by a director, employee or agent of the body corporate acting within the scope of his or her actual or apparent authority, or by any other person at the direction or with the consent or agreement of the above, shall be deemed, for the purposes of the CDSA, to have been engaged in by the body corporate.

Generally, individual directors and officers of a company will not be held strictly liable for offences found to have been committed by the company if they were not personally responsible for, or otherwise involved in, that particular offence. However, section 59 of the CDSA provides that where an offence under the CDSA committed by a body corporate is proved to have been committed with the consent or connivance of an officer or to be attributable to any neglect on his or her part, the officer as well as the body corporate shall be guilty of the offence. It is also possible that an individual such as a director or officer of a company, although not personally guilty of committing a corrupt act, may be held liable for consequential offences including money-laundering or failure to report a suspicion that certain property or the transfer of assets was connected to criminal conduct. In addition, individual directors who ignore red flags of criminal misconduct committed by employees of the company may also find themselves liable for failing to use reasonable diligence in performing their duties under the Companies Act (Cap 50). A former president of a shipyard was recently prosecuted for this infraction.

Ultimately, the decision on whether to pursue an individual or a corporate entity for criminal conduct is a matter of prosecutorial discretion. In this regard, an opinion-editorial written by Singapore’s then attorney-general, Mr VK Rajah SC, in November 2015 sheds some light on Singapore’s approach on such matters. In his opinion-editorial, MrRajah stated that in Singapore both individuals and corporate entities should expect prompt enforcement action for financial misconduct. However, he pointed out that, ‘[t]he emphasis, if there is one, is placed on holding accountable the individuals who perpetuated the misconduct’. In addition, he stressed that ‘significant attention is also given to the culpability of corporations . . . especially if the offending conduct is institutionalised and developed into an established practice in an entity overtime’.

In August 2018, the Penal Code Review Committee released its report setting out its recommendations on reforming the Penal Code. Among other things, the Committee considered the current rules on corporate liability under Singapore law and recommended that the government study the adequacy of the current rules and consider reform if necessary.

Private commercial bribery

To what extent do your foreign anti-bribery laws also prohibit private commercial bribery?

There are no provisions in the PCA or the Penal Code that specifically prohibit bribery of a foreign public official. The general prohibition against bribery in the PCA extends to both private commercial bribery as well as bribery involving public officials, whether domestic or foreign.

Defences

What defences and exemptions are available to those accused of foreign bribery violations?

There are no specific defences and exemptions available to those accused of foreign bribery violations.

There is no statutory defence for bribery under the PCA, including for foreign bribery violations. In other words, in defending a bribery charge, the accused will be required to challenge the elements of the charge.

Agency enforcement

What government agencies enforce the foreign bribery laws and regulations?

The main government agency that enforces bribery laws in Singapore is the CPIB. The CPIB derives its powers from the PCA and is responsible for investigating and preventing corruption in Singapore, focusing on corruption-related offences arising under the PCA and the Penal Code.

Under the PCA, the CPIB has extensive powers of investigation, which include powers to require the attendance of witnesses for interview, to investigate a suspect’s financial and other records and the power to investigate any other seizable offence disclosed in the course of a corruption investigation. Seizable offences are also known as ‘arrestable offences’ (ie, offences where the persons committing the offences can be arrested without a warrant of arrest). Special investigative powers can be granted by the public prosecutor, such as the power to investigate any bank account, share account, purchase account, expense account or any other form of account or safe deposit box and to require the disclosure of all information, documents or articles required by theofficers.

The CPIB carries out investigations into complaints of corruption but does not prosecute cases itself. It refers the cases, where appropriate, to the public prosecutor for prosecution. The PCA provides that no prosecution under the PCA shall be instituted except by or with the consent of the public prosecutor.

The Commercial Affairs Department (CAD) is the principal white-collar crime investigation agency in Singapore. CAD investigates complex fraud, white-collar crime, money laundering and terrorism financing. CAD’s Financial Investigation Division is specially empowered to combat money laundering, terrorism financing and fraud involving employees of financial institutions in Singapore and works closely with financial institutions, government agencies and its foreign counterparts.

In January 2019, the Criminal Justice Division and Financial and Technology Crime Division were merged into a single Crime Division within the AGC to bring the prosecution of all criminal offences under a single division’s purview. However, there remain specialist prosecution teams within the reorganised Crime Division who specialise in the enforcement, prosecution and all related appeals in respect of financial crimes and corruption cases within and outside of Singapore.

The Monetary Authority of Singapore (MAS) is responsible for issuing guidelines on money laundering and terrorist financing to financial institutions and conducting regulatory investigations on such matters. MAS may also refer potential criminal offences to CAD for further investigation. In this regard, in 2015, MAS and CAD embarked on an initiative to jointly investigate market misconduct offences under the Securities and Futures Act (Cap 289, 2006 Rev Ed). The first conviction of market misconduct under the joint investigations arrangement was reported in March 2017.

Patterns in enforcement

Describe any recent shifts in the patterns of enforcement of the foreign bribery rules.

Significantly, in January 2015, Singapore’s prime minister announced that the capabilities and manpower of the CPIB were to be strengthened by more than 20 per cent, as corruption cases had become more complex, with some having international links. This announcement follows the reorganisation of the Criminal Procedure Code (CPC) to the Financial and Technology Crime Division (FTCD), signalling an intent by the AGC to actively enforce and prosecute complex bribery offences, including cybercrime, committed outside Singapore that may involve foreign companies and foreign public officials.

The Mutual Assistance in Criminal Matters Act was revised in July 2014 to improve Singapore’s ability to provide mutual legal assistance to other countries and demonstrates a commitment to cross-border cooperation. The amendments primarily ease requirements that foreign countries would need to satisfy to make requests for legal assistance and widen the scope of mutual legal assistance that Singapore can provide. In a related development, on 5 July 2017, the CPIB joined its counterparts from Australia, Canada, New Zealand, the United Kingdom and the United States in launching the International Anti-Corruption Cooperation Centre (IACCC). The IACCC will be hosted by the UK National Crime Agency in London until 2021. The IACCC aims to coordinate law enforcement action against global grand corruption. The CPIB has announced that it will be sending an officer to serve at the IACCC. Singapore’s participation in the IACCC is likely to result in Singaporean authorities taking a more proactive role in investigating foreign bribery cases with Singaporean links.

On 1 April 2019, the Serious Crimes and Counter-Terrorism (Miscellaneous Amendments) Act (the SCCT Act) came into force, which among other things, enhances the ability of Singapore authorities to share financial intelligence with financial intelligence units overseas. The SCCT Act amends the CDSA by allowing Singapore authorities to share information under an international arrangement (as opposed to sharing intelligence with countries with which Singapore has a bilateral arrangement), provided that there are safeguards to protect the confidentiality of information shared and control their use. Consequently, when the amendments come into force, Singapore would be able to exchange financial intelligence with more than 150 financial intelligence units of overseas jurisdictions that are members of the Egmont Group.

In addition, the SCCT Act also introduces a new section 47AA to the CDSA that criminalises the possession or use by an accused person of property that would be suspected by a reasonable person of being benefits from criminal conduct, if the accused person cannot satisfactorily explain how he or she came by the property. This new offence would significantly bolster Singapore’s ability to combat grand corruption and foreign bribery, by allowing the authorities to prosecute the laundering of criminal proceeds from such illegal conduct through Singapore.

Public sector complaints and prosecutions remain consistently low due, in part, to the aggressive enforcement stance taken by the CPIB, as well as to the high wages paid to public servants that reduce the financial benefit of taking bribes as compared to the risk of getting caught. The majority of the CPIB’s investigations relate to the private sector, which for 2018 made up 88 per cent of its investigations registered for action. In its 2018 annual report, the CPIB highlighted two main areas of concern: (i) construction activities; and (ii) building maintenance work.

There is a trend of law enforcement agencies using anti-money laundering laws and falsification of accounts provisions (section 477A of the Penal Code) to prosecute foreign bribery cases. This is because it is often difficult to prove the predicate bribery offences in such cases, owing to the fact that key witnesses are often located overseas. An example of this approach can be seen in the prosecution of Thomas Philip Doerhman and Lim Ai Wah (the Questzone case), who were sentenced to 60 and 70 months’ jail respectively on 1 September 2016, for falsifying accounts under section 477A and money-laundering offences under the CDSA. Doerhman and Lim, who were both directors of Questzone Offshore Pte Ltd (Questzone), were prosecuted for conspiring with a third individual, Li Weiming, in 2010 to issue a Questzone invoice to a Chinese telecommunications company seeking payment of US$3.6 million for a fictitious subcontract on a government project in a country in the Asia-Pacific. Li was the chief representative for the Chinese company in that country. A portion of the monies paid out by the Chinese company to Questzone, pursuant to its invoice, was then subsequently redistributed by Doerhman and Lim to Li and the then prime minister of that Asia-Pacific country in 2010.

Even though no corruption charges were brought under the PCA against the parties, it is plainly conceivable that Questzone functioned as a corporate conduit for corrupt payments to be made. On the facts, some key witnesses were overseas- with Li having absconded soon after proceedings against him commenced. The use of section 477A and money-laundering charges under the CDSA allowed the prosecution to proceed against Doerhman and Lim as they only needed to prove that the invoice was false, in respect of the section 477A charge; and that the monies paid out pursuant to the invoice- which would be proceeds of crime or property used in connection with criminal conduct- were transferred to Li and the then prime minister of the Asia-Pacific country, in respect of the money-laundering offences.

The use of section 477A of the Penal Code was also employed in the case relating to a Singapore shipyard, which involved senior executives of the shipyard conspiring to bribe employees of its customers to obtain business from these customers. The bribes were disguised as bogus entertainment expenses that were paid out from petty cash vouchers as approved by the senior executives. It is pertinent to note that these senior executives did not carry out the actual payment of the bribes but had approved the fraudulent petty cash vouchers, which they knew did not relate to genuine entertainment expense claims.

Prosecution of foreign companies

In what circumstances can foreign companies be prosecuted for foreign bribery?

Under the general offences of the PCA, foreign companies can be prosecuted for the bribery of a foreign public official if the acts of bribery are committed in Singapore. In addition, section 29 of the PCA read together with section 108A of the Penal Code allows foreign companies to be prosecuted for bribery that was substantively carried out overseas, if the aiding and abetment of such bribery took place inSingapore.

Sanctions

What are the sanctions for individuals and companies violating the foreign bribery rules?

The PCA provides for a fine, a custodial sentence, or both for the contravention of the general anti-corruption provisions under sections 5 and 6 (which include the bribery of foreign public officials in Singapore, and the bribery of foreign public officials overseas by a Singaporean citizen when read with section 37). The guilty individual or company may be liable to a fine not exceeding S$100,000 or imprisonment for a term not exceeding five years, if appropriate.

Where the offence involves a government contract or bribery of a member of parliament, the maximum custodial sentence has been extended to seven years. There are also civil remedies and penalties for the restitution of property pursuant to the PCA. A person convicted of an offence of bribery under the Penal Code may be sentenced to a fine and a custodial sentence of up to three years.

There are other statutes imposing sanctions on the guilty individuals or companies. For example, under the CDSA, where a defendant is convicted of a ‘serious offence’ (which includes bribery), the court has the power, under section 4, to make a confiscation order against the defendant in respect of benefits derived by him or her from criminal conduct. Under the Companies Act (Cap 50, 2006 Rev Ed), a director convicted of bribery offences may be disqualified from acting as a director.

Recent decisions and investigations

Identify and summarise recent landmark decisions or investigations involving foreign bribery.

In December 2017, a Singapore-based company in the shipbuilding industry entered into a global resolution led by the US DOJ in connection with corrupt payments made to officials of a Brazilian state-owned enterprise, Petroleo Brasileiro SA (Petrobras), and other parties, to win contracts with Petrobras or its related companies. The company concealed these corrupt payments by paying commissions to an intermediary, under the guise of legitimate consulting agreements, who then made payments for the benefit of officials of Petrobras and other parties. Under the terms of the global resolution, the company entered into a DPA with the US DOJ and agreed to pay total criminal penalties amounting to US$422.2million to the United States, Brazil and Singapore.

In Singapore, the company received a ‘conditional warning’ from the CPIB for corruption offences under section 5(1)(b)(i) of the PCA and committed to certain undertakings under the ‘conditional warning’, including an undertaking to pay US$105.55 million to Singapore as part of the total criminal penalties imposed pursuant to the global resolution.

In a statement on the resolution, Singaporean authorities pointed out that in deciding to issue a ‘conditional warning’ to the company, due consideration had been given to the company for its substantial cooperation (including the company’s self-reporting to Singaporean authorities for the corrupt payments) and the extensive remedial measures taken by the company thus far.

In addition, a former lawyer from the Singapore-based shipbuilding company drafted and approved contracts between the company and its Brazilian agent, knowing that the contracts were fraudulent and meant to conceal bribes to government party officials and members of the ruling political party. The bribes were disguised as consulting fees paid to intermediaries and helped the company secure rig-building deals. In 2017, the lawyer entered into a plea agreement with the US DOJ to assist in its probe against the company and its American unit. He pleaded guilty for conspiring to violate the anti-bribery provisions of the Foreign Corrupt Practices Act and was sentenced to a year’s probation, a fine of US$75,000 and a special assessment sum of US$100 by a US District Judge. His probation will be served in Singapore, where he resides.

The issues faced by the Singapore-based shipbuilding company arose from a wider investigation by Brazilian authorities called Lava Jato or Operation Car Wash (see Brazil chapter). In this connection, in July 2019, a second Singapore-based offshore and marine company, Sembcorp Marine (SembMarine) reported that authorities had executed a search warrant on Estaleiro Jurong Aracruz Ltda (EJA), a Brazilian subsidiary of SembMarine. The search warrant was executed as part of the ongoing investigations relating to Operation Car Wash. SembMarine announced that EJA’s former president was facing ongoing criminal charges and was also being investigated.

In connection with the transnational money-laundering investigation linked to a Malaysian state investment fund, MAS ordered the closure of BSI and Falcon Bank for serious lapses in anti-money laundering requirements. Several other major banks in Singapore were also censured and fined for their role in the scandal. In connection with the investigation, several individuals have been charged in court. A former BSI banker, Yak Yew Chee, pleaded guilty to four criminal charges of forgery and failing to report suspicious transactions in November 2016. He was sentenced to 18 weeks’ jail and a fine of S$24,000. The trial of another former BSI banker, Yeo Jiawei, for witness tampering concluded on 22 December 2016. He was sentenced to 30 months’ jail at the time. He subsequently pleaded guilty to money laundering and cheating in July 2017 and was sentenced to four-and-a-half years’ jail- this would run concurrently with his earlier 30-month jail sentence. During the course of the trial, details emerged as to how the banker allegedly facilitated the flow of illicit funds through Singapore’s financial system. Falcon Bank’s branch manager, Jens Sturzenegger, was also prosecuted and sentenced to 28 weeks’ jail and a fine of S$128,000. Among other things, Sturzenegger was charged with consenting to the bank’s failure to file a suspicious transaction report to MAS. A total of S$29.1million in financial penalties have been imposed on eight banks for breaches of anti-money laundering requirements. Various individuals involved in the matter have also been sanctioned by MAS.

In June 2017, siblings Judy Teo Suya Bik and Teo Chu Ha were charged in Singapore for corruption-related offences allegedly committed in China between April 2007 and November 2010. Teo Chu Ha was a former senior director of Seagate Technology International. The siblings allegedly conspired to obtain bribes from Chinese transport companies as a reward for helping these companies secure contracts with Seagate Technology International. The siblings were also accused of one count each of an offence under the CDSA, in connection with a purchase of a condominium unit. Judy Teo and Teo Chu Ha were charged with the offences under the PCA even though the offending conduct allegedly took place in China because the PCA has extraterritorial jurisdiction over Singapore citizens.

Financial record-keeping and reporting

Laws and regulations

What legal rules require accurate corporate books and records, effective internal company controls, periodic financial statements or external auditing?

The Companies Act is the main statute that regulates the conduct of Singapore-incorporated companies. Among other things, the Companies Act requires the keeping of proper corporate books and records that:

  • sufficiently explain the transactions and financial position of the company;
  • contain true and fair profit and loss accounts and balance sheets for a period of at least five years;
  • allow for the appointment of external auditors; and
  • include the filing of annual returns.

The Act was amended in October 2014 to reduce the regulatory burden on companies, provide for greater business flexibility and improve corporate governance. Amendments include revised requirements for audit exemptions, inclusion of a requirement that CEOs disclose conflicts of interest and the removal of the requirement that private companies keep a register of members.

Apart from the requirements set out under the Companies Act, section 477A of the Penal Code also criminalises the falsification of a company’s accounts by a clerk or a servant of the company with intent to defraud.

Singapore-listed companies are also subject to stringent disclosure, auditing and compliance requirements as provided by:

  • the Securities and Futures Act;
  • the Singapore Exchange Limited (SGX) Listing Rules;
  • the Code of Corporate Governance; and
  • other relevant rules.

The SGX Listing Rules state that a company’s board ‘must provide an opinion on the adequacy of internal controls’. The Code of Corporate Governance provides that the board ‘must comment on the adequacy and effectiveness of risk management and internal control system’.

Companies that do not comply with the laws and regulations may be investigated by CAD, the Accounting and Regulatory Authority of Singapore or other regulatory bodies.

Disclosure of violations or irregularities

To what extent must companies disclose violations of anti-bribery laws or associated accounting irregularities?

Section 39 of the CDSA imposes reporting obligations on persons who know or have reasonable grounds to suspect that there is property that represents the proceeds of, or that was used or was intended to be used in connection with criminal conduct. Criminal conduct includes acts of bribery (which potentially extends to acts of bribery overseas) and falsification of accounts under section 477A of the Penal Code. A breach of these reporting obligations attracts a fine of up to S$20,000. The penalties for an offence under section 39 of the CDSA have been enhanced with the SCCT Act. An individual convicted of an offence under section 39 of the CDSA will be liable to a fine of S$250,000 or imprisonment not exceeding three years if the offender is an individual, or to both, and for corporations convicted of such an offence, a fine not exceeding S$500,000.

Section 424 of the CPC also imposes reporting obligations on every person aware of the commission of or the intention of any other person to commit most of the corruption crimes (relating to bribery of domestic public officials) set out in the Penal Code.

Section 69 of the CPC allows the police to conduct a formal criminal discovery exercise during the course of corruption investigations, empowering them to search for documents and access computerrecords.

Apart from these express reporting and disclosure obligations under the CDSA and the CPC, the requirements imposed by the Companies Act, Securities and Futures Act, Listing Rules, regulations and guidelines issued by MAS may also impose obligations on a company or financial institution to disclose corrupt activities and associated accounting irregularities.

On 6 August 2018, MAS issued a revised Code of Corporate Governance, which, in conjunction with the Listing Rules, sets out a number of obligations that listed companies are expected to observe. This version of the Code retains the stringent requirements introduced in 2012, relating to the role and composition of the board of directors (Principles 1 and 2), risk management and internal controls (Principle 9) and the need to have an adequate whistle-blowing policy in place (Principle 10). The revised Code now places a greater emphasis on the need to have well-rounded and competent boards with diverse perspectives by imposing further conditions to strengthen director independence and to enhance board composition and diversity. The revised Code also imposes requirements to enhance shareholder engagement and to encourage transparent remuneration practices. Even though the revised Code has newer areas of emphasis, it is actually now streamlined with a net reduction of three Principles and 31 Provisions, and demonstrates a move towards being more concise and less prescriptive, so as to encourage thoughtful application and to move away from a box-ticking mindset. The Listing Rules require listed companies to disclose, in their annual reports, a board commentary assessing the companies’ internal control and risk management systems.

Prosecution under financial record-keeping legislation

Are such laws used to prosecute domestic or foreign bribery?

No.The laws primarily used to prosecute domestic or foreign bribery are the PCA and the Penal Code.

Sanctions for accounting violations

What are the sanctions for violations of the accounting rules associated with the payment of bribes?

Falsifying accounts to facilitate the payment of bribes is a violation of section 477A of the Penal Code. The penalty for violating section 477A of the Penal Code is imprisonment for a term of up to 10 years, or a fine, or a combination of both.

Apart from section 477A, sanctions for violations of the laws and regulations relating to proper account keeping, auditing, etc, include fines and terms of imprisonment. The amount of any fine and length of imprisonment will depend on the specific violation in question. Liability may be imposed on the company, directors of the company and other officers of the company.

Tax-deductibility of domestic or foreign bribes

Do your country’s tax laws prohibit the deductibility of domestic or foreign bribes?

Tax deduction for bribes (whether domestic or foreign bribes) is not permitted. Bribery is an offence under the PCA and the Penal Code.

Domestic bribery

Legal framework

Describe the individual elements of the law prohibiting bribery of a domestic public official.

The general prohibition on bribery in the PCA specifically states, at section 5, that it is illegal to bribe a domestic publicofficial.

Where it can be proved that gratification has been paid or given to a domestic public official, section 8 provides for a rebuttable presumption that such gratification was paid or given corruptly as an inducement or reward. The burden of proof in rebutting the presumption lies with the accused on a balance of probability. In Public Prosecutor v Ng Boon Gay [2013] SGDC 132 (Ng Boon Gay case), the prosecution argued that the threshold to establish the presumption was very low and ultimately any ‘gratification’ given to a public official by someone intending to deal with the official or government would be enough to create the rebuttable presumption. On the facts of the case, however, the defence succeeded in rebutting the presumption.

Prohibition of the bribery of a domestic public official is also set out in sections 11 and 12 of the PCA as outlined below. Section 11 relates to the bribery of a member of parliament. It is an offence for any person to offer any gratification to a member of parliament as an inducement or reward for such member’s doing or forbearing to do any act in his capacity as a member of parliament. It will also be an offence for a member of parliament to solicit or accept the above gratification. Section 12 relates to the bribery of a ‘member of a public body’. It is an offence for a person to offer any gratification to a member of such a public body as an inducement or reward for:

  • the member’s voting or abstaining from voting at any meeting of the public body in favour of or against any measure, resolution or question submitted to that public body;
  • the member’s performing, or abstaining from performing, or aid in procuring, expediting, delaying, hindering or preventing the performance of, any official act; or
  • the member’s aid in procuring or preventing the passing of any vote or the granting of any contract or advantage in favour of anyperson.

It will, correspondingly, be an offence for a member of a public body to solicit or accept such gratification described above.

The Penal Code also sets out a number of offences relating to domestic public officials (termed ‘public servant’). The Singapore government also issues the Singapore government Instruction Manual (Instruction Manual) to all public officials. The Instruction Manual contains stringent guidelines regulating the conduct of public officials.

Scope of prohibitions

Does the law prohibit both the paying and receiving of a bribe?

Yes. Singapore law prohibits both the paying and receiving of a bribe. In particular, sections 5, 11 and 12 of the PCA prohibit both the paying of a bribe to, and receiving of a bribe by, a domestic public official.

Definition of a domestic public official

How does your law define a domestic public official, and does that definition include employees of state-owned or state-controlled companies?

A domestic public official is referred to as a ‘member, officer or servant of a public body’ in the PCA. There are also specific provisions at section 11 of the PCA in respect of members of parliament. ‘Public body’ has been defined in section 2 of the PCA to mean any:

[C]orporation, board, council, commissioners or other body which has power to act under and for the purposes of any written law (ie, Singapore’s legislation) relating to public health or to undertakings or public utility or otherwise administer money levied or raised by rates or charges in pursuance of any written law.

In the Ng Boon Gay case and Public Prosecutor v Peter Benedict Lim Sin Pang DAC 2106-115/2012 (Peter Lim case)- in which the former Singapore Civil Defence Force Chief was found guilty and sentenced to six months jail for corruptly obtaining sexual favours in exchange for the awarding of contracts- both the Central Narcotics Bureau and the Singapore Civil Defence Force were unsurprisingly held by the courts to be public bodies.

In Public Prosecutor v Tey Tsun Hang [2013] SGDC 164 (Tey Tsun Hang case)- where the former law professor at National University of Singapore was convicted for obtaining sex and gifts from one of his students but was later acquitted on appeal- despite the arguments of defence counsel, the National University of Singapore (NUS) was also found to be a public body, being a ‘corporation which has the power to act . . . relating to . . . public utility or otherwise to administer money levied or raised by rates or charges’, as ‘public utility’ included the provision of public tertiary education. The receipt by the NUS of funds from the government and its function as an instrument of implementing the government’s tertiary education policy further supported the finding that the NUS was a ‘public body’.

The provisions in the Penal Code pertaining to domestic public officials use the term ‘public servant’. This has been defined in section21 to include:

  • an officer in the Singapore Armed Forces;
  • a judge;
  • an officer of a court of justice;
  • an assessor assisting a court of justice or public servant;
  • an arbitrator;
  • an office holder empowered to confine any person;
  • an officer of the Singapore government;
  • an officer acting on behalf of the Singapore government; and
  • a member of the Public Service Commission or Legal Service Commission.

It would appear from the above definitions under the PCA and the Penal Code that an employee of a state-owned or state-controlled company may not necessarily be a domestic public official. Such employees of state-owned or state-controlled companies may be considered domestic public officials if they fall within the definitions set out in the PCA and the Penal Code.

It should also be noted that the Singapore Interpretation Act defines the term ‘public officer’ as ‘the holder of any office of emolument in the service of the [Singapore] Government’.

Gifts, travel and entertainment

Describe any restrictions on providing domestic officials with gifts, travel expenses, meals or entertainment. Do the restrictions apply to both the providing and the receiving of such benefits?

Domestic public officials are not permitted to receive any money or gifts from people who have official dealings with them, nor are they permitted to accept any travel and entertainment, etc, that will place them under any real or apparent obligation.

Facilitating payments

Have the domestic bribery laws been enforced with respect to facilitating or ‘grease’ payments?

Facilitating or ‘grease’ payments are technically not exempt under Singapore law. In particular, as regards domestic public officials, section 12 of the PCA prohibits the offering of any gratification to such officials as an inducement or reward for the official’s ‘performing, or . . . expediting . . . The performance’ of any official act.

Accordingly, it is also an offence under section 12 of the PCA for the domestic public official to accept any gratification intended for the purposes above.

Public official participation in commercial activities

What are the restrictions on a domestic public official participating in commercial activities while in office?

The Instruction Manual, which applies to all Singapore public officials, is a comprehensive set of rules that govern how public officials should behave to avoid corruption. The Instruction Manual allows public officials to participate in commercial activities but sets out certain restrictions, such as public officials not being allowed to profit from their public position. The Instruction Manual details how public officials can prevent conflicts of interest from arising and when consent must be obtained. Consent is required for various investment activities such as holding shares in private companies, property investments and entering into financial indebtedness.

The CPIB also advises domestic public officials not to undertake any paid part-time employment or commercial enterprise without the written approval of the appropriate authorities. Subject to such safeguards and approvals, a public official is allowed to participate in commercial activities while in service.

Payments through intermediaries or third parties

In what circumstances do the laws prohibit payments through intermediaries or third parties to domestic public officials?

Corrupt payments through intermediaries or third parties, whether such payments are made to domestic public officials or to other persons, are prohibited. Section 5 of the PCA expressly provides that a person can commit the offence of bribery either ‘by himself or by or in conjunction with any other person’.

Individual and corporate liability

Can both individuals and companies be held liable for violating the domestic bribery rules?

Both individuals and companies can be held liable for bribery offences. The various provisions in the PCA and Penal Code set out certain offences that may be committed by a ‘person’ if such person were to engage in certain corrupt behaviour. The term ‘person’ has been defined in the Singapore Interpretation Act to include ‘any company or association of body of persons, corporate or unincorporated’.

In addition, Singapore case law indicates that corporate liability can be imposed on companies for crimes committed by their employees, agents, etc (see Tom Reck Security Services Pte Ltd v PP [2001] 2 SLR 70). A test for establishing corporate liability is whether the individual who committed the crime can be regarded as the ‘embodiment of the company’ or whose acts ‘are within the scope of the function of management properly delegated to him’. This test, known as the ‘identification doctrine’, was derived from English case law (Tesco Supermarkets Ltd v Nattrass [1971] 2 All ER 127). It was subsequently broadened in the Privy Council case of Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 AC 500, which held that the test for attributing mental intent should depend on the purpose of the provision creating the relevant offence. This broader approach has been affirmed in Singapore (The Dolphina [2012] 1 SLR 992) in a case involving shipping and conspiracy but not in the context of bribery offences.

Ultimately, the decision on whether to pursue an individual or a corporate entity for criminal conduct is a matter of prosecutorial discretion. In this regard, an opinion editorial written by Singapore’s then attorney-general, Mr VK Rajah SC, in November 2015 sheds some light on Singapore’s approach on such matters. In his opinion editorial, MrRajah stated that in Singapore both individuals and corporate entities should expect prompt enforcement action for financial misconduct. However, he pointed out that, ‘[t]he emphasis, if there is one, is placed on holding accountable the individuals who perpetuated the misconduct’. In addition, he stressed that ‘significant attention is also given to the culpability of corporations . . . especially if the offending conduct is institutionalised and developed into an established practice in an entity overtime.’

In August 2018, the Penal Code Review Committee released its report setting out its recommendations on reforming the Penal Code. Among other things, the Committee considered the current rules on corporate liability under Singapore law and recommended that the government study the adequacy of the current rules and consider reform if necessary.

Private commercial bribery

To what extent does your country’s domestic anti-bribery law also prohibit private commercial bribery?

The PCA contains provisions that prohibit bribery in general, and these prohibitions extend to both private commercial bribery as well as bribery involving public officials.

Defences

What defences and exemptions are available to those accused of domestic bribery violations?

There are no specific defences and exemptions available to those accused of domestic bribery violations.

There is no statutory defence for bribery under the PCA, including for domestic bribery violations. In other words, in defending a bribery charge, the accused will be required to challenge the elements of the charge.

Agency enforcement

What government agencies enforce the domestic bribery laws and regulations?

The government agencies in Singapore that enforce foreign domestic bribery laws and regulations are the same as the agencies that enforce domestic bribery laws and regulations. See question 14.

Patterns in enforcement

Describe any recent shifts in the patterns of enforcement of the domestic bribery rules.

In January 2015, Singapore’s prime minister announced that the capabilities and manpower of the CPIB were to be strengthened by more than 20 per cent, as corruption cases had become more complex, with some having international links. This announcement follows the reorganisation of the EGD to the FTCD signalled an intent by the AGC to actively enforce and prosecute complex bribery offences, including cybercrime, committed both within and outside Singapore.

Public sector complaints and prosecutions remain consistently low due, in part, to the aggressive enforcement stance taken by the CPIB, as well as to the high wages paid to public servants that reduce the financial benefit of taking bribes as compared to the risk of getting caught. The majority of the CPIB’s investigations relate to the private sector, which, for 2018, made up 88 per cent of its investigations registered for action. In its 2018 annual report, the CPIB highlighted two main areas of concern: (i) construction activities; and (ii) building maintenance work.

Prosecution of foreign companies

In what circumstances can foreign companies be prosecuted for domestic bribery?

Under the general offences of the PCA, foreign companies can be prosecuted for the bribery of a foreign public official if the acts of bribery are committed in Singapore. In addition, section 29 of the PCA read together with section 108A of the Penal Code allows foreign companies to be prosecuted for bribery that was substantively carried out overseas, if the aiding and abetment of such bribery took place inSingapore.

Sanctions

What are the sanctions for individuals and companies that violate the domestic bribery rules?

The PCA provides for a fine, a custodial sentence, or both for the contravention of the general anti-corruption provisions under sections 5 and 6. The guilty individual or company may be liable to a fine not exceeding S$100,000 or imprisonment for a term not exceeding five years, if appropriate.

Where the offence involves a government contract or bribery of a member of parliament, the maximum custodial sentence has been extended to seven years. There are also civil remedies and penalties for the restitution of property pursuant to the PCA. A person convicted of an offence of bribery under the Penal Code may be sentenced to a fine and a custodial sentence of up to three years.

There are other statutes imposing sanctions on the guilty individuals or companies. For example, under the CDSA, where a defendant is convicted of a ‘serious offence’ (which includes bribery), the court has the power, under section 4, to make a confiscation order against the defendant in respect of benefits derived by him or her from criminal conduct. Under the Companies Act (Cap 50, 2006 Rev Ed), a director convicted of bribery offences may be disqualified from acting as a director.

Recent decisions and investigations

Identify and summarise recent landmark decisions and investigations involving domestic bribery laws, including any investigations or decisions involving foreign companies.

In Public Prosecutor v Syed Mostafa Romel [2015] 3 SLR 1166, the Singapore High Court made clear that private sector bribery was as abhorrent as public sector bribery, tripling the jail term (from two to six months) of a marine surveyor convicted on corruption charges relating to the receipt of bribes to omit safety breaches in his reports. The case is significant for the guidance it gives on sentencing of corruption charges. More importantly, it dispels any perceived distinction between corruption in the private and public sectors.

A Singapore shipyard providing shipbuilding, conversion and repair services worldwide was embroiled in a corruption scandal in which seven senior executives, including three presidents, a senior vice president, a chief operating officer (COO) and two group financial controllers, were implicated in conspiracies to bribe agents of customers in return for contracts between 2000 and 2011. A total of at least S$24.9million in bribes were paid out during the period.

An integral part of this scheme involved disguising the bribes as bogus entertainment expenses that were paid out from petty cash vouchers as approved by the accused persons. It should be noted that none of these executives carried out the actual bribe payments. Rather, they approved the fraudulent petty cash vouchers, which they knew were not genuine entertainment expense claims that were presented to them.

Between December 2014 and June 2015, the senior executives were charged with corruption for conspiring to pay bribes, and for conspiring to defraud the company through the falsification of accounts and the making of petty cash claims for bogus entertainment expenses.

The former senior vice president and former COO/deputy president were both sentenced to imprisonment and a fine. The former group financial controller, who was the first to plead guilty and had committed to testifying against his co-conspirators, was handed a S$210,000 fine for his role in the conspiracy. The ex-president of the company, who was not alleged to be privy to the conspiracy, was also prosecuted. He was prosecuted under section 157 of the Companies Act for failing to use reasonable diligence to perform his duties and was sentenced to 14 days’ jail under a detention order. In this case, the prosecutor alleged that he had ignored information that pointed to criminal wrongdoing in the company.

The IKEA case

In Public Prosecutor v Leng Kah Poh [2014] SGCA 51 (the IKEA case), the Court of Appeal clarified that inducement by a third party was not necessary to establish a corruption charge under the PCA. In doing so, the Court of Appeal overturned an acquittal by the High Court of Leng Kah Poh, the former IKEA food and beverage manager in Singapore, who had originally been sentenced to 98 weeks of jail for 80 corruption charges. Leng had reportedly received a S$2.4 million kickback for giving preference to a particular product supplier. The High Court had overruled the conviction of the trial court and acquitted Leng, holding that the conduct did not amount to corruption because he had not been induced by a third party to carry out the corrupt acts. The High Court held that an action for corruption would only succeed when there are at least three parties:

  • a principal incurring loss;
  • an agent evincing corrupt intent; and
  • a third party inducing the agent to act dishonestly or unfaithfully.

The High Court held that in this case no third party existed and therefore the conduct alleged was not considered to amount to corruption under the PCA. However, in overturning the decision of the High Court, the Court of Appeal noted that if inducement by a third party were necessary, it would lead to absurd outcomes and undermine the entire object of the PCA.

Seagate case

In Teo Chu Ha v Public Prosecutor [2014] SGCA 45, a former director at Seagate Technology International (Seagate) received shares in a trucking company and subsequently assisted that company to secure contracts to provide trucking services for Seagate. The High Court held that the conduct did not amount to corruption, as the rewards were not given for the ‘purpose’ or ‘reason’ of inducement because they were not causally related to the assistance Teo had rendered. Furthermore, Teo had paid consideration for the shares. The Court of Appeal overruled the High Court decision, finding that a charge of corruption could still be made out when consideration was paid and it was not necessary to prove that consideration was inadequate or that the transaction was a sham. The Court of Appeal noted in particular that the purpose of the PCA would be undermined if it were interpreted to have such a narrow scope that could be circumvented by sophisticated schemes such as the one in the present case.

Clarence Chang Peng Hong case

In March 2017, a former executive of an oil major, Clarence Chang Peng Hong, was charged with obtaining almost US$4 million in bribes from the executive director of an oil trading firm, to advance the business interest of the firm with the oil major. The bribes were allegedly obtained on 19 occasions between July 2006 and March 2010. Chang also faced charges for corruptly converting property amounting to S$3.97 million by using direct or indirect benefits of the corrupt conduct to acquire properties in Singapore.

In November 2017, a ship fuelling company and one of its directors were charged with offences involving the concealing of benefits from alleged criminal conduct. The company, that director and two others (another director and a bunker manager) were also charged with cheating. The offences related to an alleged scheme involving the company invoicing its customers for more marine fuel than that delivered. It is notable that a company has been charged for offences that involve concealing benefits accrued from alleged criminal conduct.

One-dollar bribe case

In February 2019, two forklift operators in Singapore were jailed and fined for obtaining, and attempting to obtain, bribes as small as S$1 from truck drivers in exchange for not delaying the moving of containers to and from their trucks. One forklift operator was estimated to have collected around S$10,865.50 in bribes and was sentenced to four months’ imprisonment and fined S$10,863 for taking ‘small-value’ bribes. The other forklift operator was sentenced to two months’ imprisonment and fined S$4,870.50.

ICA PR application case

On 10 October 2019, a customer service officer from the Immigration and Checkpoints Authority (ICA) and her daughter were charged for allegedly receiving a bribe of S$1,500 to expedite the application process of a Malaysian woman for permanent residency (PR). The Malaysian woman was charged with giving the bribe to the mother-daughter pair as an inducement to expedite her PR application. The daughter of the ICA officer, who worked at an immigration consultancy firm, had referred the Malaysian woman to her mother, who worked at the ICA. The ICA officer subsequently entered the ICA’s Central Identification and Registration Information System without authorisation to expedite the Malaysian woman’s PR application. In addition to the bribery charges, the ICA officer faces 20 counts of unauthorised access into ICA’s Central Identification and Registration Information System. The case was detected through internal checks and investigations within ICA, which led to ICA reporting the incident to CPIB.

Police businessman collusion case

A businessman who held a grudge against his former employee offered a bribe of S$4,000 to a former police officer to arrest the former employee for supposed offences such as drug activities and bookmaking. The former cop then offered another bribe of S$2,000 to an investigation officer to get the job done. On 6 November 2019, the businessman was sentenced to two months’ jail for giving a bribe to the former police officer, while the former police officer was sentenced to four months’ jail for receiving the bribe and violating the Official Secrets Act. While the investigation officer had turned down the bribe, he did not report the matter and was subsequently jailed for one week and dismissed.

Ang Mo Kio Town Council general manager case

On 20 November 2019, the former general manager of Ang Mo Kio Town Council (AMKTC), Wong Chee Meng, was sentenced to 27 months’ jail for receiving bribes of more than S$75,000 from the director of two construction companies, in exchange for furthering the interests of the companies (which were contractors of AMKTC). The director was sentenced to 21 months’ jail for giving the bribes to Wong, while the director’s two companies were each fined S$75,000. The companies had won tenders and contracts from AMKTC amounting to millions of dollars. The bribes paid included the following: (i) discounts on a car that the director sold to Wong; (ii) money sent to Wong’s mistress in China; and (iii) entertainment expenses incurred by Wong and the director at various KTV lounges and massage parlours that they frequented at night. Two other charges - the free use of a mobile line that the director gave Wong and employment that the director had secured for Wong’s daughter-in-law - were taken into consideration during sentencing.

Pacific Mansion case

On 28 November 2019, a tenant at a condominium development in Singapore, Pacific Mansion, was sentenced to one week’s jail for attempting to bribe two security guards at the condominium to not report her Airbnb guests to the condominium management. The Airbnb guests had approached the security guards to ask for keys to the apartment, after which the security guards called the tenant to inform her that it was illegal in Singapore to sublet units for short-term occupancy; that is, occupancy of less than three months. The tenant then went to the guardhouse and slipped two S$50 notes under a black file to the security guards, in exchange for them to not report her to the condominium management. The security guards rejected the tenant’s bribe and reported the incident to the CPIB.

Update and trends

Key developments of the past year

Please highlight any recent significant events or trends related to your national anti-corruption laws.

Key developments of the past year39 Please highlight any recent significant events or trends related to your national anti-corruption laws.

Singapore is well regarded internationally for its anti-corruption work, and has gained a strong reputation as one of the world’s least corrupt countries. In 2018, Transparency International ranked Singapore in joint third position (alongside Finland, Sweden and Switzerland) out of 180 countries and territories with a Corruption Perceptions Index score of 85. This is Singapore’s best ranking since 2010, and its best score since 2015. Singapore continues to be the only Asian country in the top 10 ranking.

As part of Singapore’s ongoing efforts to combat corruption, it launched the Singapore Standard (SS) ISO 37001 on Anti-bribery management systems on 12 April 2017, following a public consultation from February to March 2016 on the adoption of the International Organization for Standardization’s (ISO) new set of voluntary standards (designated as ISO 37001) for anti-bribery compliance. The CPIB continues to be supportive of the standard, and encourages companies to adopt the ISO 37001 standard.