In response to findings of an internal investigation triggered by a whistleblower complaint, Atlanta-based NCR Corporation said it identified ‘a few opportunities to strengthen [its] comprehensive FCPA compliance program, and remediation measures were proposed and are being implemented.’
The company said in an SEC filing last week it has made a presentation to the SEC and DOJ ‘providing the facts known . . . related to the whistleblower’s FCPA allegations, and advising the government that many of these allegations were unsubstantiated.’
NCR didn’t provide details about enhancements to its compliance programs.
Following anonymous whistleblower allegations first disclosed in August last year, the company received a subpoena from the SEC.
It is also being investigated by the DOJ and the Treasury Department’s Office of Foreign Assets Control, which administers U.S. trade sanctions and export rules.
The investigations concern operations in China, the Middle East, and Africa.
NCR makes ATM machines and self service kiosks for the retail, hospitality, travel, gaming, and entertainment industries.
The company said the trade sanctions investigation was completed and presented to the Office of Foreign Assets Control. NCR said it has received a license from OFAC ‘that permits the Company to take measures required to wind down its past operations in Syria.’
* * *
Here’s the full compliance disclosure by NCR Corporation from its Form 8-K filed with the SEC on February 7. All FCPA-relevant disclosures filed with the SEC are available from ethiXbase.
The Company and the Special Committee of the Company’s Board of Directors have each completed their respective internal investigations regarding the anonymous allegations received from a purported whistleblower regarding certain aspects of the Company’s business practices in China, the Middle East and Africa. The principal allegations relate to the Company’s compliance with the Foreign Corrupt Practices Act (“FCPA”) and federal regulations that prohibit U.S. persons from engaging in certain activities in Syria.
With respect to Syria, last year NCR voluntarily notified the U.S. Treasury Department, Office of Foreign Assets Control (“OFAC”) of potential violations and ceased operations in Syria, which were commercially insignificant. The notification related to confusion stemming from the Company’s failure to register in Syria the transfer of the Company’s Syrian branch to a foreign subsidiary and to deregister the Company’s legacy Syrian branch, which was a branch of NCR Corporation. Earlier this year, the Company received a wind down license from OFAC that permits the Company to take measures required to wind down its past operations in Syria. The Company has submitted a detailed report to OFAC regarding this matter, including a description of the Company’s comprehensive export control program and related remedial measures.
The Company has made a presentation to the staff of the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) providing the facts known to the Company related to the whistleblower’s FCPA allegations, and advising the government that many of these allegations were unsubstantiated. The Company’s investigations of the whistleblower’s FCPA allegations identified a few opportunities to strengthen the Company’s comprehensive FCPA compliance program, and remediation measures were proposed and are being implemented. As previously disclosed, the Company is responding to a subpoena of the SEC and requests of the DOJ for documents and information related to the FCPA, including matters related to the whistleblower’s FCPA allegations.
In addition, on January 23, 2013, upon the recommendation of the Special Committee following its review, the Board of Directors adopted a resolution rejecting the shareholder demand that the Company received by letter on August 31, 2012 related to the whistleblower’s OFAC and FCPA allegations. As part of its resolution, the Board determined, among other things, that the officers and directors named in the demand had not breached their fiduciary duties and that the Company will not commence litigation against the named officers and directors. The Board further resolved to review measures proposed and implemented by management to strengthen the Company’s compliance with trade embargos, export control laws and anti-bribery laws.
The Company is fully cooperating with the authorities with respect to all of these matters.