DENMARK Law and Practice Contributed by: Christian Monberg, Simon Evers Hjelmborg, Ann Sophie Juul Hird and Linn Dyrgaard Stinus, Accura Advokatpartnerselskab
8. Compliance Expectations 8.1 Compliance Obligations
The failure to prevent a bribe is not an offence. An individual can, however, be an accomplice to bribery, if the individual is aware of the crime and has the intent to commit the bribe. 8.2 Compliance Guidelines and Best Practices There are several guidelines on corporate governance, including guidelines on risk-management and com - pliance programmes, available to Danish companies. These guidelines are not legally binding but empha - sise what is considered best practice and should as such be adhered to. The guide “Recommendations on good corporate governance” published by the Committee for Good Corporate Governance ( Kommitéen for god Selska - bsledelse ), under the Danish Business Authority ( Erhvervsstyrelsen ), is the most commonly used and referred to in Denmark. The guide advises that com - pany management should address significant strate - gic or business-related risks associated with bribery and money laundering. Additionally, it mandates the implementation of whistle-blower programmes. The guidelines provide detailed instructions on establish - ing compliance programmes aimed at protecting and educating employees in areas where the company is most vulnerable to corruption and bribery. Additionally, the Disciplinary Board of the Danish Bar and Law Society set out guidelines for Danish law firms on the implementation of compliance pro - grammes and handling of funds. Further, the Danish Business Authority and the Euro - pean Commission have set out guidelines on the implementation of the CSR-directive obliging certain companies to report on anti-corruption, amongst other things. See also 8.1 Compliance Obligations regarding the Financial Statements Act, Section 99a on CSR reporting obligations. 8.3 Compliance Monitorships Currently, enforcement bodies do not have the option of seeking a compliance monitor as part of corporate resolutions.
Under Danish law, there are only requirements on the implementation of compliance programmes or pro - cedures on anti-bribery or anti-corruption if the legal person is of a certain form. In the following sections, legislation that binds specific legal persons or sectors is listed. The authors note that if the company is operating internationally, the company might be subject to the jurisdiction of other countries in which the compliance programme requirements are stricter than in Denmark. Section 99a of the Financial Statements Act stipu - lates that public listed companies with more than 500 employees are obligated to report on Corporate Social Responsibility (CSR). The CSR Directive outlines cer - tain requirements to companies, including reporting on measures taken on anti-bribery and anti-corrup - tion. Section 115 of the Companies Act specifies that if a company has a board of directors, the board of direc - tors must ensure a proper organisation of the com - pany; eg, ensure that the company has established procedures for risk management and internal moni - toring programmes. This also relates to programmes revolving around anti-corruption. Refer to 8.2 Compli- ance Guidelines and Best Practices for guidelines on corporate governance that further outline best practices. The Anti-Money Laundering Act obliges companies and persons in certain sectors to establish compli - ance programmes. The Anti-Money Laundering Act primarily establishes obligations on companies and persons in the financial sector, law firms and other companies that handle funds. The obligations entail the establishment of compliance programmes and internal monitoring of the company’s obligations and risk management (Sections 7 and 8 of the Anti-Money Laundering Act). Non-compliance with these obligations is usually penalised by fine.
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