Westport Fuels Systems, a Canadian clean fuel technology company, and its former chief executive officer have reached a $4.1 million settlement with the Securities and Exchange Commission for violating the Foreign Corrupt Practices Act by paying bribes to a foreign government official in China.
According to the SEC’s order, beginning around 2016, Westport—acting through then-CEO Nancy Gougarty and others—engaged in a scheme to bribe a Chinese government official to obtain business and a cash dividend payment by transferring shares of stock in Westport’s Chinese joint venture to a Chinese private equity fund in which the government official held a financial interest.
The order finds Westport concealed the identity of the Chinese private equity fund in its public filings, as well as in its books and records, by falsely identifying a different entity as the counterparty to the transaction. Gougarty caused Westport’s violations by circumventing the company’s internal accounting controls and signing a false certification concerning the sufficiency of those controls.
“A company’s commitment to compliance is only as strong as the effort put in by senior management,” said Charles Cain, chief of the SEC Enforcement Division’s FCPA Unit, in a statement. “Here, the chief executive exploited weaknesses in the company’s controls to engage in bribery, undermining shareholder interests.”
The SEC’s order finds respondents violated the anti-bribery, books and records, and internal controls provisions of the Securities Exchange Act of 1934. Without admitting or denying the SEC’s findings, respondents consented to a cease-and-desist order.
Westport agreed to pay $2.5 million in disgorgement and prejudgment interest and a civil penalty of $1.5 million. Gougarty agreed to pay a civil penalty of $120,000.
In determining to accept Westport’s offer, the SEC said it considered remedial acts undertaken by Westport concerning its anti-corruption and financial reporting compliance programs. “Westport enhanced its anti-bribery and anti-corruption controls by adopting revised policies that, among other things, establish specific controls for transactions involving foreign government officials and entities, mandate due diligence for such transactions, and specifically require Westport’s business partners to agree to abide by anti-bribery laws, including the FCPA,” the SEC order stated.
The SEC said it also considered Westport’s cooperation efforts with SEC staff, which “included making foreign witnesses available for testimony at the Commission’s regional office in Los Angeles,” the SEC order said, “and voluntarily producing additional requested documents.”