James Tillen Discusses Honeywell's Extensive Remedial Measures in Anti-Corruption Report
"Honeywell's Well-Done Damage Control? How it Settled the Petrobras Problem and Dodged a Monitor"
James Tillen discussed the extensive remedial measures that Honeywell and its affiliates undertook to resolve FCPA-related charges in connection with a $4 million bribe to a now former Petróleo Brasileiro S.A. (Petrobras) executive in Brazil. Honeywell UOP, a U.S. subsidiary of Honeywell, entered into a three-year deferred prosecution agreement (DPA), announced in December 2022, and is part of a coordinated resolution with authorities in the United States and Brazil.
Honeywell UOP disclosed evidence about which the Department of Justice (DOJ) was unaware, and "made changes to its compliance program by investing resources, hiring experienced and qualified personnel, and working to create a culture of compliance at all levels, as well as undertaking various disciplinary measures (including termination) and 'taking steps to eliminate' the use of risky third-party intermediaries," Tillen noted. He added that "[t]he DPA notes that the remediation began prior to commencement of the investigation." The U.S. Securities and Exchange Commission (SEC) said the remediation included terminating employees who engaged in misconduct in Brazil; phasing out the use of sales agents; and improving policies, procedures, and financial controls over third parties, an approach that seems to have paid off for the company. Despite Honeywell UOP "not receiving credit for timely voluntary disclosure — a requirement emphasized in the Monaco Memo and in public speeches by senior DOJ officials — the company still qualified for 25 percent discount in fines and avoided a corporate monitor," Tillen observed. Although the Monaco Memo emphasizes voluntary disclosure, "the Honeywell resolution suggests that the DOJ will still reward significant cooperation and remediation in the absence of voluntary disclosure, consistent with U.S.S.G. and existing FCPA Corporate Enforcement Policy considerations."