Keppel O&M to pay US$422m in fines after reaching global resolution on corruption probe

Keppel Corporation's offshore and marine unit has reached a global resolution with criminal authorities in the United States, Brazil and Singapore in relation to corrupt payments made by a former agent in Brazil.

The resolution, involving three jurisdictions across the world, is unprecedented for a Singapore company.

As part of the resolution, Keppel Offshore & Marine (Keppel O&M) will pay fines amounting to US$422.2 million (S$570 million), to be allocated between the US, Brazil, and Singapore, the Singapore-listed conglomerate said in a statement early Saturday (Dec 23).

The corrupt payments relate to those made by Mr Zwi Skornicki on several Keppel O&M projects in Brazil, which were carried out with the knowledge or approval of former Keppel O&M executives.

Of the US$422.2 million in fines, Keppel O&M will pay about US$105.6 million to the US, including a US$4.7 million criminal fine by Keppel O&M USA.

Brazil will receive US$211.1 million or 50 per cent of the total criminal penalty, and Singapore will get up to US$105.6 million or 25 per cent, the US Department of Justice (DOJ) said in a separate release.

In Singapore, Keppel O&M has accepted a conditional warning from the Corrupt Practices Investigation Bureau (CPIB).

This was issued in lieu of prosecution for corruption offences punishable under the Prevention of Corruption Act, and part of the global resolution, said the Attorney-General's Chambers (AGC) and the CPIB in a joint statement on Saturday.

The AGC and CPIB were involved in investigative proceedings which revealed that between 2001 and 2014, Keppel O&M made corrupt payments to officials of Brazilian state-run oil company Petrobras and other parties. This was in order to win contracts with Petrobras and/or its related companies.

Keppel O&M 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.

The AGC and CPIB said Keppel O&M has committed to certain undertakings and will pay to Singapore US$52.7 million within 90 days from the date of the conditional warning, and a further US$52.7 million within three years from the date of the warning, less any penalties paid to Brazilian authorities during this period.

The Singapore authorities said that in issuing the conditional warning in lieu of prosecution, due consideration was given to the "substantial cooperation" rendered by Keppel O&M to the investigations -including the unit's self-reporting to AGC and CPIB of the corrupt payments made by it - and the extensive remedial measures taken.

It added: "Investigations in respect of the individuals involved are ongoing."

In the Keppel statement, Keppel chairman Lee Boon Yang said that integrity is one of the company's core values.

"We do not and will not tolerate any illegal activity in the conduct of our business. We regret and are deeply disappointed by the actions that we now know to have taken place at the Group's offshore and marine business in Brazil from around 2001 to 2014," he said.

Dr Lee noted that global companies such as Keppel have both a legal and moral duty to operate fully within international laws and regulations.

"Any perception that illegal payments can be condoned, if they are made by agents, is wrong and will not be tolerated," he said. "Since the allegations emerged, we have moved quickly and decisively to put in place stricter controls and embedded best practices across the group to ensure that such unacceptable behaviour will not be repeated."

Mr Loh Chin Hua, chief executive of Keppel, added: "The past practices uncovered at Keppel O&M do not reflect how the Keppel Group conducts business today. Keppel does not just care about results, we care deeply about how our results are achieved. We have zero tolerance for corruption."

He noted that the settlement means Keppel can draw a line under this "difficult issue" and look to the future.

"It has been a very painful chapter for Keppel and the thousands of hard working and honest colleagues we employ in Singapore and around the world. We must now work hard to win back the trust our stakeholders have placed in us and demonstrate our determination to hold ourselves to the highest ethical standards everywhere we operate," said Mr Loh.

"Given Keppel's strong track record and capabilities, I am confident that we will emerge as a more disciplined and sustainable company, better able to pursue our growth plans."

On the resolution elsewhere, Keppel O&M's wholly-owned unit Keppel Fels Brasil has reached a leniency agreement with the Public Prosecutor's Office in Brazil, the Ministério Público Federal, which would become effective following the relevant approval.

In the US, it has entered into a deferred prosecution agreement (DPA) with the DOJ. In addition, Keppel Offshore and Marine USA, also a wholly-owned unit of Keppel O&M, has agreed to plead guilty in accordance with a plea agreement with the DOJ.

The DOJ said a guilty plea by a former senior member of Keppel O&M's legal department was also unsealed, and that he is awaiting sentencing.

Acting US Attorney Bridget Rohde of the Eastern District of New York said the resolutions are the result of a multinational effort to investigate and prosecute a corruption scheme that resulted in Keppel O&M and its US unit paying more than US$50 million in bribes to Brazilian officials, and earning over US$350 million from business corruptly obtained in Brazil.

"In an attempt to conceal their crimes, the defendants used the global financial system - including the United States banking system - to disguise the source and disbursement of the bribe payments by passing funds through a series of shell companies," she said.

Keppel said the authorities recognised the group's cooperation in the investigations and its extensive remedial measures. As a result, it was determined that an independent compliance monitor was not necessary, and Keppel O&M received a 25 per cent reduction from the bottom of the applicable fine range under the US Sentencing Guidelines - the maximum cooperation and remediation credit possible.

Keppel added that the financial penalty is an extraordinary item and its impact is one-off.

For illustration purposes, had the fines been imposed on Dec 31, 2016, based on the latest audited financial statements for the financial year ended 2016, the net tangible asset per share as at Dec 31, 2016 would have decreased from S$6.34 to S$6.03. Had the fines been imposed on Jan 1, 2016, the earnings per share for the 2016 fiscal year would have dropped from 43.2 cents to 11.7 cents.

Keppel added that it was unable to comment on the agreed statements of facts released by the investigating authorities or on the identities of the other individual employees involved, citing legal reasons.

JACQUELINE WOO