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In brief

In our previous article (link), we discussed the benefits for a company that has appropriate internal control measures. For the second article of the series, we will discuss the first fundamental element under the NACC’s guidelines, which is “the companies’ internal control measures should be strong, visible policies and supported by top-level management to prevent bribery.”

Under the NACC’s guidelines, top-level management includes companies’ boards of directors, chief executive officers, business owners, or equivalent persons or groups of persons. The top-level management are the persons who have important roles to initiate and support internal control measures to prevent bribery. If preventing bribery is not a goal of the top-level management, or the management disagrees with putting into practice internal control measures to prevent bribery, the companies will not be successful in implementing the internal control measures. In addition, top-level management is responsible for creating corporate culture in their own organizations in preventing bribery, known as “Tone from the Top,” which means that the policy of top-level management will be guidelines for each management level covering every employee in the organizations. Therefore, top-level management should declare a clear, strong and visible intention to prevent bribery via policies and business operations, through policy of zero tolerance of bribery and resistance to every form of bribery at all times. They should also be the main decision maker on any activities that may involve a risk of bribery.

Another role of top-level management is to participate in making and adapting internal control measures to prevent bribery because effective internal control measures require continuous support of top-level management throughout all procedures, which includes:

  • provide appropriate written internal control measures;
  • raise awareness of all employees and relevant persons regarding compliance with corporate culture in preventing bribery;
  • support important procedures in providing internal control measures to prevent bribery; e.g. arranging for risk assessment, arranging code of conduct, and being a decision maker in any activities or transactions where there is a high risk of bribery, including examining any violation of the anti-bribery measures; and
  • organize sufficient manpower for implementing efficient internal control measures to prevent bribery.

In the following article, we will examine the second principle of the fundamental elements, which is “risk assessment to effectively identify and evaluate exposure to bribery.”


Yuthana Sivaraks joined Baker & McKenzie in 1995 and became a partner in 2004. Prior to working with the Firm, he served as a judge advocate in the Royal Thai Navy. He is currently a member of various practice groups in the Bangkok office, including those for IT/Communications, Intellectual Property and Corporate & Commercial. In addition to practicing law, Mr. Sivaraks is an active visiting lecturer on IT, telecommunications, intellectual property and trade competition law for a number of Thai universities and institutions.


Praween Chantanakomes is an associate at Baker & McKenzie’s Bangkok office. He was admitted in 2008. He is currently active in the Corporate & Commercial, Mergers & Acquisitions, Environment, Natural Resources, and Pharmaceuticals practice groups.


Haruthai Chaisanee is an Associate in Baker McKenzie Bangkok office.


Mallika Tubtim is an Associate in Baker McKenzie Bangkok office.


Pongtorn Jittapinijmas is an Associate in Baker McKenzie Bangkok office.

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