SEC accuses advertising group WPP of bribery offences

The Securities and Exchange Commission has charged WPP with bribery.

US regulators have accused WPP, the world’s largest advertising group, of paying bribes to Indian government officials and participating in other “illicit schemes” in China, Brazil and Peru.

The Securities and Exchange Commission said on Friday that the UK company had agreed to pay $19m to resolve charges it breached the US Foreign Corrupt Practices Act between 2013 and 2018.

Schemes uncovered by the SEC included WPP subsidiaries paying as much as $1m in bribes in India and helping to illegally fund a political campaign by the mayor of Lima.

In another alleged violation, an entire advertising campaign to celebrate the anniversary of the formation of the Indian state of Telangana was fabricated.

WPP, which was led until 2018 by founder Sir Martin Sorrell, neither admitted nor denied the findings. In a statement, the company said its “new leadership” had since put in place “robust new compliance measures and controls”.

The FTSE 100 company failed both to put in place an adequate system of accounting controls necessary to prevent the bribery, and to respond to “repeated warning signs of corruption” at some overseas subsidiaries, the SEC said.

The watchdog said an overly aggressive growth strategy, in which WPP took majority stakes in local agencies in high-risk markets, was a root cause of the breaches.

The problems in India originated in WPP’s purchase in 2011 of an agency in Hyderabad, whose co-founder was made chief executive of the subsidiary. The terms of the purchase contained a so-called earn-out provision, in which a portion of the purchase price was deferred and was dependent on future financial performance.

Between 2015 and 2017, the SEC said, WPP received seven anonymous complaints alleging “with increasing specificity” bribery schemes, which ultimately boosted net profit by $5m.

In one of the schemes, an entire advertising campaign to celebrate the anniversary of the formation of the Indian state of Telangana was fabricated.

In China, a subsidiary made “unjustified payments” in connection with a tax audit, the SEC said. It also alleged that an arm of WPP in Brazil had made “improper payments” in connection with government contracts between 2016 and 2018.

A subsidiary in Peru funnelled funds in 2013 through other WPP entities “to disguise the source of funding for a political campaign” in the country, the SEC said. The WPP subsidiary was used as a conduit for bribes paid by a construction company to the mayor of Lima’s political campaign.

The SEC said WPP had failed to ensure that its subsidiaries followed adequate accounting controls and compliance policies. It allowed founders and the chief executive of the acquired businesses “to exercise wide autonomy and outsized influence”.

WPP said the findings related “to control issues as well as the acquisition and integration of companies in high-risk markets until 2018”.

The company had “fundamentally changed its approach to acquisitions, co-operated fully with the commission and terminated those involved in misconduct”.

While it has a primary listing in London, WPP’s American depositary shares are traded in New York.

Sorrell, who was replaced as chief executive by Mark Read in 2018, said: “I had no part or involvement in the settlement between the SEC and WPP. My personal commitment to compliance and controls during almost 50 years of value creation has been rigorous and remains so. I note there have been terminations of only certain senior executives and other employees at WPP involved in the misconduct as a consequence. I left WPP as a good leaver as its statement of April 14, 2018 made clear.”

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