The EU’s proposed Anti-Corruption Directive. What does this mean for non-EU companies?

The European Commission (the Commission) is working toward the final version of a far-reaching anti-corruption directive (the proposed Anti-Corruption Directive). This is a welcome development given that EU Member States have historically failed to keep up with the U.S. in terms of investigations, enforcement and prosecutions. It is a clear signal that the Commission is determined to step up the Union’s efforts in the fight against corruption, but whether the proposed Anti-Corruption Directive will be a milestone in practice remains to be seen. This will depend on the outcome of the Commission’s current negotiations with the European Parliament (the Parliament) and the European Council (the Council).

The Proposed Anti-Corruption Directive

The Commission’s proposed Anti-Corruption Directive (2023/0135 (COD)) was first announced in May 2023. The proposal is intended to modernise the existing EU anti-corruption legal framework by creating some uniformity of approach to corruption offences. Up to now Member States have legislation derived from national legal frameworks (some quite antiquated) or derived from OECD commitments. Following the release of the Parliament’s position in February 2024 and the Council’s position in June 2024, the three EU institutions have now entered trilogue negotiations to seek to finalise the proposed Anti-Corruption Directive.

Once adopted, Member States will be required to transpose the directive within a maximum of, as per the Council’s position, 36 months, instead of the 18-month time framework initially provided by the Commission.

What does the Commission’s proposal look like?

Harmonisation of offenses

The Anti-Corruption Directive proposes harmonised definitions of various corruption-related criminal offenses, including bribery, misappropriation, influence trading, abuse of functions, obstruction of justice and illicit enrichment, to be applied across all Member States.

In relation to bribery of public officials, it is envisaged that it will apply to both active bribery (when a person promises, offers or gives an advantage of any kind to influence a public official) and passive bribery (when the public official requests or receives such advantages in order to act or to refrain from acting in a certain way). The proposed Anti-Corruption Directive also sets minimum rules on bribery and other forms of corruption in the private sector.

Penalties and liability

One of the most significant areas is the proposed Anti-Corruption Directive’s approach to the liability of “legal persons”. It requires all Member States to impose criminal liability on legal persons for corruption offences when committed for the benefit of the legal person by a natural person who has a “leading position” within the legal person. Liability is also anticipated to extend to offences committed due to a lack of supervision or control, to some extent mirroring the approach taken by the UK Bribery Act 2010 (UKBA) in respect to the offence of failure to prevent bribery.

Minimum prison terms for individuals convicted of corruption, with additional sanctions including fines and professional disqualifications are also stipulated. The Council’s proposal requires that maximum penalties for natural persons be set at a minimum of 4, 5 or 6 years, depending on the type of offence which is higher than the penalty of a maximum of at least 1 to 3 years of imprisonment mandated by the Framework Decision 2003/568/JHA on combating corruption in the private sector.

Jurisdiction

One of the most closely watched aspects of the proposed Anti-Corruption Directive is its approach to jurisdiction. The Commission’s proposal would give Member States jurisdiction over the offences refered to in the proposed Anti-Corruption Directive where: (i) the offence is committed in whole or in part in a Member States’ territory; (ii) the offender is a national of or has his or her habitual residence in that Member State; or (iii) the offence is committed for the benefit of a legal person established in the territory of that Member State. This framework means that companies headquartered outside the EU — but with subsidiaries, operations, or significant business interests within the bloc — could find themselves subject to enforcement action in any particular member state, even if the conduct in issue occurs somewhere else. Many of the major European economies have implemented corruption legislation that has extra jurisdictional reach, but the proposed Anti-Corruption Directive will add significant complexity for multinationals who are faced with allegations of corruption.

In practice, this emphasises the need for non-EU businesses with any nexus to the EU market to consider European ABC standards as part of their global compliance strategy.

Enforcement

The proposed Anti-Corruption Directive envisages a series of measures to ensure effective investigation and prosecution of corruption. It requires Member States to establish bodies or organisation units specialised in the prevention and repression of corruption. Such entities need to be independent and have sufficient human, financial, technical and technological resources, as well as the necessary powers to exercise their tasks. It also encourages close cooperation between Member States’ authorities, the Commission, Europol, Eurojust, the European Anti-Fraud Office (OLAF) and the European Public Prosecutor’s Office (EPPO) and seeks to address and eliminate means of avoiding prosecution of corruption by, for example, mandating minimum limitation periods of 8 to 15 years, depending on the type of offence.

Preventive measures

The proposed Anti-Corruption Directive also places a strong emphasis on preventing corruption, by requiring Member States to raise public awareness on the harmfulness of corruption (e.g. through awareness-raising campaigns and research and education programmes), ensure transparency and accountability in public administration and provide for effective rules for the disclosure and verification of public officials' assets.

This may include the adoption of risk management plans, codes of conduct and regular training for employees — measures that are already familiar to companies operating in jurisdictions with established ABC regimes, including DTEK.

Whistle-blowers

Under the proposal, Member States are required to ensure that Directive (EU) 2019/1937 (the EU Whistle-blowers Directive) is applicable to the reporting of corruption offences. This means that anyone reporting corruption offences and “providing evidence or otherwise cooperating with the investigation, prosecution or adjudication of such offences” should be granted the necessary protection and support in the context of criminal proceedings.

What does this mean in practice?

For multinational corporations, the proposed Anti-Corruption Directive presents both opportunities and challenges: the potential for streamlined compliance across jurisdictions is a welcome development, but it also introduces the risk of expanded extraterritorial exposure.

Uncertainty: The key differences in the Council’s position

As the proposed Anti-Corruption Directive moves through the legislative process, several inconsistencies remain. For example, the Council has sought to narrow the definition of what constitutes “prevention of corruption” and the maximum imprisonment terms, as initially provided in the Commission’s proposal. The Council has also clarified that Member States will not be obliged to create new bodies or organisational units and can decide to entrust existing bodies with the repression and prevention of corruption.

Some Member States have also expressed concerns about subsidiarity and proportionality, questioning whether the proposed Anti-Corruption Directive encroaches too far on national sovereignty. Uncertainty is unavoidable as these debates continue.

There is also the practical challenge of implementation. The process of transposing the Anti-Corruption Directive into national law is likely to result in some variation in enforcement and interpretation. For multinational businesses, this means that while the proposed Anti-Corruption Directive promises greater harmonisation, a degree of legal uncertainty will persist, at least in the short term. If it is to be a success, the Commission must give clear instructions to Member States on implementation and its expectations.

The potential for greater cross-border enforcement

Whilst it remains to be seen what impact the proposed Anti-Corruption Directive will have if it is implemented, in theory it has the potential to foster more cross-border enforcement, both within EU Member States – given that all Member States would have harmonised offences – but also with countries such as the U.S. and the UK. The Commission’s proposal for each Member State to set up a centralised anti-corruption body may also simplify and encourage cooperation between EU Member States and other enforcement agencies, such the U.S. Department of Justice (DOJ) and the UK Serious Fraud Office (SFO).

Importantly, it is not only countries operating in EU Member States that should be following the proposed Anti-Corruption Directive closely. Despite not being a Member State, countries outside of the EU may seek to mirror the framework if implemented. One such country is Ukraine. The proposal also has implications for companies operating in non-EU countries with well-established anti-corruption regimes, including the UK.

Ukraine: Laying the groundwork for alignment with the Proposed Anti-Corruption Directive

Enhanced Ukrainian ABC efforts on the road to EU and OECD membership

In recent years, we have seen Ukraine seek to align its anti-corruption efforts with the international community. Ukraine’s anti-corruption ecosystem is now anchored by several independent institutions. The National Anti-Corruption Bureau of Ukraine (NABU) leads on high-level investigations, working alongside the Specialized Anti-Corruption Prosecutor’s Office (SAPO) and the High Anti-Corruption Court (HACC) to bring cases to trial. The NACP, meanwhile, shapes policy, oversees asset declarations, and monitors compliance across the public sector. These bodies operate with a degree of autonomy that is rare in the region, supported by international partners and are subject to both parliamentary and public oversight.

Ukraine’s partnership with the Organisation for Economic Co-operation and Development (OECD) has played a pivotal role in shaping its anti-corruption agenda. In 2022, Ukraine was recognized as a prospective OECD member country and a four-year program to implement OECD standards across key areas, including public and business integrity was launched. According to the OECD’s 2025 Integrity and Anti-Corruption Review, Ukraine has already exceeded the average of OECD member countries in conflict of interest prevention, transparency of political party financing, corruption risk management and whistleblower protection.

A major legislative development occurred in December 2024, when Ukraine enacted a law introducing robust corporate criminal liability for corruption offenses, including bribery of foreign officials. This new framework aims to align Ukraine with the OECD Anti-Bribery Convention. Following these amendments to the Criminal Code of Ukraine, legal entities can now be held liable for acts of corruption committed by their representatives or beneficiaries, and liability no longer depends on the individual prosecution of an authorised person. Sanctions include significant fines, confiscation and restrictions on activities such as public procurement, with the aim of both prevention and deterrence.

Ukraine’s commitment to digital transformation

Ukraine’s digital transformation, for example, through the introduction of Diia, a mobile app from Ukraine’s Ministry of Digital Transformation which provides access to digital citizen documents and public services on a unified online portal (Diia), has also become a cornerstone of its anti-corruption strategy. Diia allows citizens to track the implementation of anti-corruption measures in real time and has been recognized by the OECD and the EU as a model for other countries facing similar challenges.

Importantly, Diia is not just a tool for citizens—it is also a platform for anti-corruption education. The “Diia.Digital Education” portal, supported by the Ministry of Digital Transformation, now hosts the “Anti-Corruption” video course created by the UN Global Compact Ukraine as part of its Anti-Corruption Collective Action program. DTEK, Ukraine’s largest energy company, was directly involved in developing this course and quickly integrated it into its internal compliance training. In the first week alone, 1,200 DTEK employees — from production workers to senior managers — completed the training. The course is designed to instil a culture of integrity at all levels of business and is available to the wider public through the “Diia. Business” and “Diia. Digital Education” platforms.

What next for Ukraine?

Recent legislative developments and Ukraine’s commitment to digital transformation have been important steps in Ukraine’s candidacy for the EU and the OECD. Looking ahead, the EU and other international partners will likely expect Ukraine to build on these foundations by developing its Anti-Corruption Strategy and Programme for 2026–2030. We anticipate that the focus will be on measurable results, sectoral reforms, and embedding anti-corruption into all aspects of governance.

We therefore expect the trend of Ukraine seeking to improve and more closely align its anti-corruption framework with international benchmarks in OECD and EU countries to continue. If implemented, Ukraine may well look to the Anti-Corruption Directive for inspiration. The real question is whether Ukraine will go beyond it.

DTEK: Setting the compliance standard for Ukrainian business

As Ukraine accelerates its alignment with international anti-corruption norms, DTEK is forging a reputation as a leader in corporate compliance. The company’s 2024–2026 Compliance Programme is not only a response to evolving Ukrainian legislation and EU expectations but also a proactive blueprint for best practice in the region.

DTEK’s approach is built on a robust, risk-based framework that draws from global standards such as ISO 37001 (Anti-Bribery Management Systems), the UKBA and guidance from the OECD and DOJ. The programme begins with regular, independent risk assessments, conducted in partnership with external advisors, to identify and address vulnerabilities across all business units and new projects.

At the policy level, DTEK has updated its Code of Ethics and Anti-Corruption Programme, ensuring that clear rules and expectations are communicated to every employee. The compliance function is independent, reporting directly to the executive board, and is staffed by trained professionals with a mandate to monitor, investigate, and advise on all aspects of business integrity.

A cornerstone of DTEK’s compliance culture is its commitment to transparency and whistleblower protection. The company operates a confidential Trust Line, managed by a third party, which allows employees and partners to report concerns anonymously and without fear of retaliation. All reports are thoroughly investigated, and whistleblower protection is strictly enforced.

Training is another key pillar. As mentioned above, DTEK has partnered with the UN Global Compact Ukraine to develop and roll out a tailored anti-corruption e-learning course, now available both internally and on the national “Diia.Digital Education” platform.

DTEK is also investing in automation and digital tools to ensure compliance processes are efficient and auditable. These measures are complemented by regular communication campaigns and leadership engagement, reinforcing the message that compliance is integral to DTEK’s business strategy.

Looking ahead, DTEK is aligning its compliance programme with emerging EU requirements on sustainability and ESG reporting, positioning itself to meet the demands of the EU Corporate Sustainability Reporting Directive and the proposed Anti-Corruption Directive. By embedding integrity into its operations and culture, DTEK is not only mitigating legal and reputational risks but also setting a benchmark for Ukrainian and regional businesses navigating the new European compliance landscape. Other companies may benefit from following DTEK’s example.

What does the proposal mean for UK companies?

Unlike the EU and Ukraine, the UK has already experienced a radical overhaul and modernisation of its anti-corruption laws with the introduction of the UKBA, which came into force in July 2011. There are a number of similarities between the UKBA and the proposed Anti-Corruption Directive – both contain definitions of various corruption-related criminal offenses, apply to the public and private sectors, include concepts of “active bribery” and “passive bribery” and have specified penalties and enforcement regimes.

This means that the UK is in a very different position to Ukraine when it comes to the proposed Anti-Corruption Directive. It already has a very mature anti-corruption regime and a history of enforcement, including the use of Deferred Prosecution Agreements (DPAs), which are a court-approved agreement between a company under investigation and a government prosecutor to allow for the suspension of prosecution provided the company meets certain conditions.

It is obvious that the UK is not going to seek to harmonise its already well-established regime with the proposed Anti-Corruption Directive. This poses a risk for companies operating in the UK and across the EU. They will need to understand how the UKBA and any future legislation implementing the Anti-Corruption Directive across Member States diverges, given the potential for different approaches to be adopted. Careful consideration of the impact of corruption/compliance failures in jurisdictions right across the EU will therefore be more important than ever. A key takeaway is that UK companies should also keep a close eye on how the proposed Anti-Corruption Directive progresses and where it lands.

How can companies prepare?

The proposed Anti-Corruption Directive signals the EU’s intention to raise the compliance bar. For companies with operations in or connections to the EU, and especially for businesses like DTEK with significant EU exposure, the proposed Anti-Corruption Directive presents both a challenge and an opportunity. If implemented, companies will need to meet the new EU standards as well as existing standards in other jurisdictions such as the UK. This could be challenging in practice because implementation could vary between different Member States and diverge from regimes in other jurisdictions. As such, compliance with the most stringent applicable laws may be necessary. Companies operating outside of the EU should also be mindful of the proposed Anti-Corruption Directive’s development, given that countries pursuing EU and OECD membership such as Ukraine, may seek to replicate the framework.

It is clear that a unified, risk-based approach to ABC compliance will be essential in the long term. A thorough review of existing policies and procedures will be required, coupled with an investment in training and internal controls, and a proactive stance on whistleblower protection and risk management. DTEK is already paving the way in this area.

In the short term, as negotiations in relation to the proposed Anti-Corruption Directive progress, businesses should monitor developments closely and engage with legal counsel to assess their potential exposure, especially once the proposal is finalised. This will allow them to prepare for alignment of their compliance frameworks with any new European standard. In this new era of anti-corruption enforcement, preparation is not just prudent — it is essential.

Authored by Liam Naidoo and Anastasiia Andrieieva, Head of Corporate Governance and Compliance at DTEK Group.