In re SAP SE

 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 99308 / January 10, 2024 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4481 / January 10, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21824 
 
 
In the Matter of 
 
SAP SE, 
 
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 
21C of the Securities Exchange Act of 1934 (“Exchange Act”), against SAP SE (“SAP” or 
“Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the Commission’s 
jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 
Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 
forth below. 
 
 
 

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III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
 
1. This matter concerns SAP’s violations of the anti-bribery, books and records, and 
internal accounting controls provisions of the Foreign Corrupt Practices Act (the “FCPA”).  SAP is 
a global software company headquartered in Walldorf, Germany.  From at least December 2014 
through December 2018, SAP employed third-party intermediaries and consultants in various 
schemes to make improper payments to government officials in order to obtain and retain business 
in South Africa, Greater Africa (Malawi, Kenya, Tanzania, and Ghana), and Indonesia.  
Additionally, an SAP Azerbaijan employee provided improper gifts to a government official in 
order to obtain and retain business in Azerbaijan in January 2022.   
 
2. SAP failed to make and keep accurate books and records and failed to devise and 
maintain a sufficient system of internal accounting controls necessary to detect and prevent the 
improper payments.  The bribes were inaccurately recorded as legitimate business expenses in 
SAP’s books and records.  SAP failed to implement sufficient internal accounting controls over the 
engagement of, and payments to, third parties and lacked sufficient entity level controls over its 
subsidiaries in South Africa, Greater Africa, Indonesia, and Azerbaijan. 
 
Respondent 
 
3. SAP SE is a European Union corporation headquartered in Walldorf, Germany.  
SAP’s American Depositary Shares are registered with the Commission pursuant to Section 
12(b) of the Securities Act of 1933, and listed on the New York Stock Exchange.  SAP markets 
its software all over the world through various country subsidiaries, including wholly-owned 
subsidiaries in South Africa, Greater Africa (Malawi, Kenya, Tanzania, and Ghana), Indonesia, 
and Azerbaijan, which SAP manages and supervises.  SAP is a recidivist.  In 2016, the 
Commission charged SAP with books and records and internal accounting controls violations in 
connection with a bribe scheme in Panama.
2
 
 
Related Entities 
 
4. SAP South Africa Ltd. (“SAP South Africa”) is a Johannesburg, Gauteng 
Province, South Africa-based wholly-owned subsidiary of SAP engaged in selling software in the 
South African market.  SAP South Africa is authorized by SAP to distribute, sell, license, and 
sublicense software directly and indirectly to customers.  SAP South Africa’s financial statements 
are consolidated and reported in SAP’s financial statements. 
 
1
  The findings herein are made pursuant to Respondent's Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 
 
2
 In the Matter of SAP SE, Exchange Act Release No. 77005 (Feb. 1, 2016). 

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5. SAP Africa Ltd. (“SAP Africa”) is a Johannesburg, Gauteng Province, South 
Africa-based wholly-owned subsidiary of SAP engaged in selling software in the Sub-Saharan 
African market outside of South Africa.  SAP Africa is authorized by SAP to distribute, sell, 
license, and sublicense software directly and indirectly to customers.  SAP Africa’s financial 
statements are consolidated and reported in SAP’s financial statements. 
 
6. PT. SAP Indonesia (“SAP Indonesia”) is a Jakarta, Indonesia-based wholly-owned 
subsidiary of SAP engaged in selling software in the Indonesian market.  SAP Indonesia is 
authorized by SAP to distribute, sell, license, and sublicense software directly and indirectly to 
customers.  SAP Indonesia’s financial statements are consolidated and reported in SAP’s financial 
statements. 
 
7. SAP AZ LLC (“SAP Azerbaijan”) is a Baku, Azerbaijan-based wholly-owned 
subsidiary of SAP engaged in selling software in the Azerbaijan market.  SAP Azerbaijan is 
authorized by SAP to distribute, sell, license, and sublicense software directly and indirectly to 
customers.  SAP Azerbaijan’s financial statements are consolidated and reported in SAP’s 
financial statements. 
 
FACTS 
 
Background 
 
8. SAP sells software licenses and related services. Its operations are currently divided 
into seven regions: (1) North America region, (2) Latin America/Caribbean (LAC) region, (3) the 
Europe/Middle East/Africa (EMEA) North region, (4) EMEA South region, (5) the Middle and 
Eastern Europe MEE region, (6) Asia Pacific/Japan region, and (7) Greater China region.  
Revenues are allocated to these seven regions based on the location of the customer.  SAP’s global 
business is executed through its numerous subsidiaries and the subsidiaries’ financial statements 
are consolidated into SAP’s financial statements.  SAP conducts its business by using local 
business partners, consultants, resellers, value added resellers and other intermediaries.  
 
9. While SAP uses third parties for a variety of legitimate business reasons, it knows 
that the use of third parties can increase the risk of improper payments being made to secure 
business.  In the past, these included Business Development Partners (“BDPs”), which were 
eligible to earn commissions for SAP sales on which they assisted.  The BDP program was 
terminated in 2018.  
 
10. During the relevant time frame, SAP’s internal policies and procedures for working 
with third parties required employees to conduct due diligence to assess risk and ensure: (1) That a 
third party had no relations (as a family member) to the SAP customer or a potential customer, and 
(2) That the third party was not a government official, government employee, political party 
official or candidate, or officer or employee of any public international organization or an 
immediate family member of any of these.  In addition, with respect to BDPs, all sales commission 
contracts had to be in writing and clearly define the services to be provided and the related business 

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and payment terms.  SAP subsidiaries and employees were required to use a model agreement that 
included standard commission rates and to follow a standardized internal approval process, which 
required the involvement and approval of the local legal department or compliance officer, the 
subsidiary’s local managing director, and its local chief financial officer.  In cases where a BDP 
agreement required non-standard terms, regional management had to provide additional approvals.  
The policy documents explicitly state that they were put into place to ensure that no relationship 
with a third party would be used to inappropriately influence a business decision or pay bribes to 
government officials.   
 
11. SAP’s wholly-owned subsidiaries—SAP South Africa, SAP Africa, SAP Indonesia 
and SAP Azerbaijan—repeatedly violated these internal policies to engage in bribery schemes with 
the help of third party intermediaries from at least December 2014, to obtain or retain business.  
Because the payments were made by third parties acting outside of SAP’s own systems, SAP lacks 
sufficient records to determine with specificity the full scope of the bribe schemes.   
 
SAP South Africa 
 
12. SAP South Africa retained multiple third party consultants in South Africa to 
offer or pay bribes to government officials or intermediaries in order to obtain contracts with 
public sector customers.  SAP South Africa recorded the payments as legitimate business 
expenses in SAP’s books and records, despite the fact that certain intermediaries could not show 
that they provided the services for which they had been contracted. 
 
13. On December 23, 2014, SAP South Africa closed on a $4.4 million deal with South 
African state-owned rail and logistics company, Transnet, with an intermediary third party (“SA 
Intermediary 1”) purportedly acting as a BDP.  SA Intermediary 1 is a South African tech 
company, known for various corrupt business activities, and is controlled by a South African-based 
family.  According to the terms of the deal, SA Intermediary 1 was to receive a 10% commission 
for the deal and was to perform certain deliverables. In reality, it did not perform any actual work 
for SAP.  There is no record of SA Intermediary 1 ever being present at meetings with Transnet, 
nor does SA Intermediary 1 appear to have a credible IT background or experience.  Furthermore, 
bank records indicate that shortly after the deal closed, SA Intermediary 1 paid $562,215, 
characterized as “loans,” to an individual known to be involved in making bribe payments.  
 
14. SAP South Africa and its employees used another intermediary also controlled by 
the same South African-based family (“SA Intermediary 2”), which was also known as a conduit 
for bribing government officials, to help it secure a September 30, 2015 contract valued at $6.58 
million with Transnet.  SAP South Africa paid approximately $1 million in commission fees to SA 
Intermediary 2, a South African 3D printing firm despite the fact that it provided no tangible 
services to SAP.  SAP South Africa and its employees knew about the red flags relating to SA 
Intermediary 2’s ownership.  The former director of SA Intermediary 2 admitted that the entity had 
“no expertise” or skills to provide meaningful services on the Transnet deal and also said he had no 
knowledge of SA Intermediary 2 providing any services.  During an SAP-initiated audit of SA 
Intermediary 2, the third party failed to provide evidence of any services performed.   
 

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15. SAP South Africa again used SA Intermediary 2 in connection with a June 1, 2016 
contract with the South African Revenue Service.  
 
16. SAP South Africa also paid bribes in order to obtain a December 29, 2015 contract 
with the City of Johannesburg valued at $13.16 million for a license consolidation.  SAP did so 
with the help of two BDPs, each of whom were contracted to receive a 10% commission.  In 
August 2016, an SAP South Africa account executive directed one of the partners to make an 
improper ZAR 2.2 million (approximately $120,000) payment to an account for an entity known to 
be involved with corrupt activities.  Chat messages between the SAP South Africa local account 
executive and a City of Johannesburg employee corroborate that the local account executive 
directed, and the business partner made, the improper payment.  In addition to these cash 
payments, SAP South Africa paid for trips to New York for government officials in May and 
September 2015, including the officials’ meals and golf outings on the trips. 
 
17. In November 2016, SAP South Africa closed a deal with Eskom, a state-owned 
entity and the largest producer of electricity in South Africa, to renew software licenses for 
approximately $28.58 million.  Internally, SAP South Africa set aside several million dollars from 
this renewal fee to pay SA Intermediary 3, a purported IT consultant on the Eskom project.  SA 
Intermediary 3, however, never performed any services.  Instead, SAP South Africa’s Managing 
Director instructed SAP South Africa employees to perform the consulting work in SA 
Intermediary 3’s stead and still paid the entity a total of $1.6 million.  Notably, officials at Eskom 
approved these payments despite SA Intermediary 3’s absence on the project.  SAP also retained 
SA Intermediary 2 to perform vague services on Eskom contracts dated March, 2016 and 
November 2016 that, as a 3D printing company, SA Intermediary 2 was unqualified to perform.  
Regardless, SAP South Africa paid SA Intermediary 2 a total of $5.18 million in consulting fees.   
 
18. Finally, SAP South Africa used two local BDPs in connection with obtaining deals 
valued at $35.4 million with South African public sector customer, Department of Water and 
Sanitation (“DWS”) in December 2015 and July 2016.  The local business partners were paid at a 
14.9% commission rate, the maximum allowed under SAP policy without approval from the 
Board.  SAP South Africa employees engaged both BDPs at the highest commission percentage 
allowed, staying under the 15% commission rate so as to avoid the need to obtain higher level 
approvals, and authorized the payment despite the local partners’ failure to meet deliverables 
relating to the DWS transactions. 
 
SAP Greater Africa 
 
19. SAP Africa used resellers to conduct business throughout Greater Africa, including 
a Zimbabwe-based reseller (“GA Intermediary 1”) that was used to conduct business in Malawi, 
Tanzania, Ghana, and Kenya.  GA Intermediary 1 engaged in bid-rigging and arranged corrupt 
payments to government officials in connection with SAP Africa deals in all four countries 
between 2014 and 2018.   
 
20. GA Intermediary 1 helped SAP Africa improperly access tender documents to 
obtain a December 29, 2017 contract with the Government of Malawi valued at $1,416,878 in 

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exchange for improper payments to Malawi government officials.  GA Intermediary 1 benefited 
from this deal as a reseller of the SAP products to the government.  Emails indicate that certain 
SAP Africa employees, including an account executive and a local sales director, knew of efforts 
by employees at GA Intermediary 1 to access draft tender documents to influence the outcome of 
the tender in SAP Africa’s favor. The CEO of GA Intermediary 1 emailed two SAP Africa sales 
executives saying, “we have already seen the documents in confidence.  Please keep this very 
confidential.”  One of those two sales executives sent the other an internal email stating, “[GA 
Intermediary 1] has been ready for quite some time now—they got the script months ago—of 
course from ‘internal friends.’” 
 
21. Again with the help of GA Intermediary 1, SAP Africa paid bribes to win a tender 
for a June 2015 sales contract and a subsequent June 2016 contract with the Tanzania Ports 
Authority (“TPA”), valued at  $768,561 and $41,745, respectively.  GA Intermediary 1 again 
benefited from these deals as a reseller. Emails and documents show that the Kenya country 
manager for GA Intermediary 1 shared TPA draft tender materials with an SAP Africa account 
executive on a thumb drive in order to get information on bid specifications that could help win the 
tender.  SAP Africa executives contacted individuals known as bribe “facilitators” around the time 
of the TPA tender to assist GA Intermediary 1 to pay bribes to TPA officials in exchange for the 
materials that helped SAP Africa win the tender. 
 
22. SAP Africa worked with two reseller partners, GA Intermediary 1 and a second 
intermediary (“GA Intermediary 2”), to pursue a 2016 contract with the Ghana National Petroleum 
Corporation (“GNPC”) valued at $1,205,175.  GA Intermediary 2 was unqualified for the project 
and was retained for its political connections.  Initially, GA Intermediary 1 tried to win the contract 
on behalf of SAP Africa by offering to pay a company associated with a government official, “40% 
of the total deal value” in exchange for unspecified “support services leading to the successful 
award of the opportunity.”  The “support services” to be performed were not legitimate, rather the 
payment was in return for the government official’s help ensuring that GNPC would forego the 
tender process and sole source the contract to GA Intermediary 1.  Two senior SAP Africa 
executives knew of and encouraged the arrangement.  Emails indicate that SAP Africa provided 
GA Intermediary 1 with the specifications needed for GNPC to justify sole sourcing the contract, 
and then the intermediary passed those specifications to GNPC in order to win the tender.  GA 
Intermediary 1’s efforts ultimately failed, however, leaving GA Intermediary 2, with its political 
connections, to secure the deal instead. 
 
23. SAP Africa again used GA Intermediary 1 to help it improperly influence a tender 
by the Kenya Revenue Authority in 2015.  Again, GA Intermediary 1 stood to benefit as the 
reseller.  SAP Africa violated its own internal processes and procedures regarding due diligence, 
and the retention of third parties when it failed to properly vet GA Intermediary 1, and ignored 
repeated red flags—including payment requests for vague and undefined deliverables—
indicating that GA Intermediary 1 was funneling money to make improper payments.  
 
24. While GA Intermediary 1 was suspended on September 12, 2018, after red flags 
surfaced indicating it was paying bribes to officials at the Tanzania Ports Authority and the Kenya 
Revenue Authority, SAP Africa allowed the reseller to start resales later in 2018 despite the 

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continuing presence of red flags.  SAP Africa  ultimately terminated GA intermediary 1 in July 
2019. 
 
SAP Indonesia 
 
25. During the relevant time, the SAP Indonesia public sector market consisted 
almost entirely of indirect sales through local Value Added Resellers (“VARs”).  SAP Indonesia, 
with its VARs, engaged in a variety of schemes in Indonesia to make, offer, or attempt to make 
improper payments to government officials at eight state-owned-entities—Balai Penyedia dan 
Pengelola Pemdiayaan Telekomunikasi dan Informatika (“BP3TI”), the Ministry of Maritime 
Affairs and Fisheries, the Social Ministry, PT Pertamina, Pemda DKI, PT Mass Rapid Transit 
(“MRT”) Jakarta, PT Angkasa Pura I, and PT Angkasa Pura II—to obtain or retain contracts 
with those customers.  The schemes were orchestrated by two SAP Indonesia account executives 
who worked with at least one VAR (“Indonesia Intermediary 1”) known for a pattern of corrupt 
business dealings and paying bribes.  In some cases, SAP Indonesia and Indonesia Intermediary 
1 used fake training invoices to issue payments that created slush funds to pay bribes.  
Employees at Indonesia Intermediary 1 created shell companies to generate these false expenses.  
Some of the false invoices generated kickback payments to employees at the Indonesia 
Intermediary 1, some paid for customer excursions, and others generated cash payments to 
government officials at state-owned entities.   
 
26. The two SAP Indonesia account executives orchestrating the schemes told 
employees at Indonesia Intermediary 1 to do “whatever was needed” to secure deals.  WhatsApp 
messages between the account executives and employees of Indonesia Intermediary 1 show 
requests for “baggage” and “envelopes,” both understood to be codes for bribes to government 
officials.  In certain cases, photographs and videos evidence cash payments made to government 
officials.  One of the SAP Indonesia local account executives admitted facilitating and, in some 
cases, personally making payments to public sector clients while he was an employee of 
Indonesia Intermediary 1.  He also said that SAP VARs were active participants in these efforts 
and specifically named Indonesia Intermediary 1 as helping with these schemes.  Two Indonesia 
Intermediary 1 employees also admitted to facilitating payments to government officials. 
 
27. With the help of Indonesia Intermediary 1, SAP Indonesia paid bribes to 
government officials at BP3TI, an entity formed by the Indonesian Ministry of Communication 
and Information Technology.  SAP Indonesia paid the bribes to obtain a March 23, 2018 contract 
with BP3TI valued at $268,135.  WhatsApp chat transcripts show one of the SAP Indonesia 
account executives messaging an Indonesia Intermediary 1 employee saying, “Hehehe...This is 
government bro, to catch a big fish we need to use a large bait (sic).”  In another message chain 
discussing a transfer of funds to an intermediary that was intended to benefit officials at BP3TI, an 
Indonesia Intermediary 1 employee confirmed the transfer amount as being “around 1 billion 
rupiahs,” which amounted to $67,380 at the time of transfer.  Some of the payments were routed 
through a sham entity created by Indonesia Intermediary 1 employees.  In addition, SAP Indonesia, 
through Indonesia Intermediary 1 employees, paid for shopping excursions and dining for a BP3TI 
official and his wife during a June 2018 trip to New York City, in route to attending the 2018 SAP 
Sapphire Conference in Orlando, Florida. 

 8 
 
28. An SAP Indonesia account executive also paid cash bribes to government officials 
to obtain a December 16, 2015 deal with the Indonesian Ministry of Maritime Affairs and Fisheries 
valued at $80,750.  WhatsApp chats between the SAP Indonesia account executive and a freelance 
consultant and former Indonesia Intermediary 1 employee contain explicit discussions of cash 
payments made in person to Ministry officials in which the consultant states, “Seventy million, in 
fifty thousand bills...Bring empty envelope.” 
 
29. The same SAP Indonesia account executive also discussed bribes in connection 
with an Applicant Tracking Software (ATS) maintenance tender by the Indonesian Social 
Ministry, which was won by another SAP Indonesia VAR partner (“Indonesia Intermediary 2”).  
WhatsApp messages, between the SAP Indonesia account executive involved and a freelance 
consultant, show them clearly discussing improper payments and a demand that SAP Indonesia use 
the issuance of Letters of Support to guarantee the preferred tender outcome.  The SAP Indonesia 
account executive’s supervisor, who was at that time the SAP Indonesia Public Sector Sales Lead, 
was aware of the scheme.  Indonesia Intermediary 2 was awarded the contract renewal with the 
Social Ministry in July 2018.  The total amount of SAP Indonesia revenue stemming from this deal 
includes ongoing services associated with the original 2015 sales contract. 
 
30. Indonesia Intermediary 1, and an SAP Indonesia account executive also paid for 
golfing excursions for officials at PT Pertamina, a state-owned oil and natural gas corporation.  
The benefits were provided to obtain a January 23, 2017 contract, which included maintenance 
services relating to licenses valued at $13,331,423.  WhatsApp chats also indicate that others at 
SAP Indonesia and employees at various VARs discussed requests to pay for meals and travel 
expenses for employees of public sector customers. 
 
31. SAP Indonesia violated internal processes and procedures regarding management, 
due diligence, and the retention of third parties, when it retained and repeatedly used Indonesia 
Intermediaries 1 and 2.  SAP Indonesia continued to work with Indonesia Intermediary 1 to obtain 
a November 26, 2018 contract with Pemda DKI (the provincial government of Jakarta) valued at 
$208,198, a March 22, 2018 contract with PT Mass Rapid Transit Jakarta valued at $174,908, and 
a renewal of a June 27, 2012 contract with PT Angkasa Pura I (one of two separate state-owned 
enterprises responsible for the management of airports in Indonesia) valued at $1,097,119.  SAP 
Indonesia also continued to work with Indonesia Intermediary 2 to pay bribes while seeking to 
obtain July 31, 2018 and December 28, 2018 contracts with PT Angkasa Pura II (the second of two 
state owned enterprises responsible for the management of airports) valued at $2,535,987 and 
$2,594,695, respectively.  The first of these contracts was awarded to Indonesia Intermediary 2. 
 
 
 
SAP Azerbaijan 
 
32. An SAP Azerbaijan employee provided improper gifts to government officials in 
connection with a May 2022 deal with the State Oil Company of the Republic of Azerbaijan 
(SOCAR) valued at $1,645,703.  SAP Azerbaijan’s mid-level employee provided improper gifts in 

 9 
December 2021 and January 2022 to multiple SOCAR officials in an effort to close the deal.  
Several SOCAR officials received gifts totaling approximately $3,000, well above SAP’s gift limit 
of $30.  Text messages indicate that the employee was rewarding senior officials who supported, 
and were directly responsible for, approving the pending sale.  The employee also prepared a fake 
Act of Acceptance between SOCAR and a SAP Azerbaijan partner, which she submitted to the 
SAP contract booking team on February 4, 2022.  SOCAR signed the real Act of Acceptance on 
May 12, 2022.  Evidence indicates that the employee was attempting to claim a commission on the 
deal before her pending promotion to SAP Azerbaijan Managing Director became effective, after 
which she would not be eligible to earn additional compensation from the sale. 
 
SAP Had Inaccurate Books and Records and  
Insufficient Accounting Controls to Detect or Prevent Bribery 
 
33. The bribe payments made by SAP South Africa, SAP Africa, SAP Indonesia, and 
SAP Azerbaijan were inaccurately recorded as legitimate commission or other expenses in SAP’s 
books and records.  SAP lacked the internal accounting controls sufficient to detect or prevent such 
payments.  Specifically, SAP lacked adequate due diligence and vetting to properly assess risk and 
approve payments to the third parties it worked with in these jurisdictions.   
 
34. SAP did not adequately address the high risk of bribery and corruption in South 
Africa, Greater Africa, Indonesia, and Azerbaijan and did not implement sufficient internal 
accounting controls to address those risks.  The company failed to implement sufficient payment 
approval controls to ensure that services were actually rendered, or expenses were actually 
incurred, before issuing payments to third parties. Although SAP had a corporate anti-corruption 
policy in place during the relevant time period, SAP had insufficient formal monitoring, or internal 
controls in place, to ensure that SAP South Africa, SAP Africa, SAP Indonesia, or SAP Azerbaijan 
were adhering to the relevant policies.   
 
35. Lastly, SAP lacked entity level controls over SAP South Africa, SAP Africa, SAP 
Indonesia, and SAP Azerbaijan because of the lack of oversight over personnel in those 
jurisdictions.  
 
SAP Violated Exchange Act Section 30A 
 
36. As a result of the conduct described above, SAP violated section 30A of the 
Exchange Act, which prohibits any issuer with securities registered pursuant to Section 12 of the 
Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, or any 
officer, director, employee, or agent acting on its behalf, to make use of the mails or any means or 
instrumentality of interstate commerce corruptly in furtherance of an effort to pay or offer to pay 
anything of value to foreign government officials for the purpose of influencing their official 
decision making, in order to assist in obtaining or retaining business. 
 
 
 
 

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SAP Violated Exchange Act Section 13(b)(2)(A) 
 
37. As a result of the conduct described above, SAP violated Section 13(b)(2)(A) of the 
Exchange Act, which requires issuers to make and keep books, records, and accounts, which, in 
reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the 
issuer. 
 
 
SAP Violated Exchange Act Section 13(b)(2)(B) 
 
38. As a result of the conduct described above, SAP violated Section 13(b)(2)(B) of the 
Exchange Act, which requires issuers to devise and maintain a system of internal accounting 
controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance 
with management’s general or specific authorization, (ii) transactions are recorded as necessary (I) 
to permit preparation of financial statements in conformity with generally accepted accounting 
principles or any other criteria applicable to such statements, and (II) to maintain accountability for 
assets; (iii) access to assets is permitted only in accordance with management’s general or specific 
authorization; and (iv) the recorded accountability for assets is compared with the existing assets at 
reasonable intervals and appropriate action is taken with respect to any differences. 
 
COOPERATION AND REMEDIATION 
 
39. In determining to accept the Offer of Settlement, the Commission considered SAP’s 
self-reporting of certain conduct, remedial acts promptly undertaken by Respondent, and the 
significant cooperation afforded the Commission staff.  SAP cooperated in the Commission’s 
investigation by identifying and timely producing key documents identified in the course of its own 
internal investigation, providing the facts developed in its internal investigation, and making 
current or former employees available to the Commission staff. 
 
40. SAP’s remedial efforts included: (i) termination of employees and third parties 
responsible for the misconduct, (ii) elimination of the BDP program; (iii) enhancements to internal 
accounting and compliance controls; (iv) implementation of analytics to identify and review high-
risk transactions and third party controls; (v) strengthening and expansion of the ethics and 
compliance organization; (vi) enhancements to its code of conduct, policies and procedures 
regarding gifts and hospitality, and the use of third parties; (vii) increased training of employees on 
anti-bribery issues; and (viii) establishment of an enhanced whistleblower platform. 
 
DISGORGEMENT AND NON-IMPOSITION OF A CIVIL PENALTY 
 
41. SAP acknowledges that the Commission is not imposing a civil penalty based upon 
the imposition of an $ 118.8 million criminal fine as part of SAP’s resolution with the United 
States Department of Justice. 
 
42. On March 15, 2022, SAP entered into a civil settlement with the South African 
Special Investigating Unit and others relating to the DWS conduct described above and paid ZAR 

 11 
344.78 million ($21.4 million), which represented reimbursement of the entire amount SAP 
received from DWS under the 2015 and 2016 deals with DWS. 
 
43. On October 18, 2023, SAP entered into a settlement agreement with the South 
African Special Investigative Unit and others relating to the Transnet conduct described above, 
pursuant to which it paid ZAR 214.39 million (approximately $11.42 million based on the 
exchange rate on the date of payment). 
 
44. On November 1, 2023, SAP entered into a civil settlement with the South African 
Special Investigating Unit and others relating to the Eskom conduct described above, pursuant to 
which it paid ZAR 500 million (approximately $26.63 million based on the exchange rate on the 
date of payment). 
 
45. The disgorgement and prejudgment interest ordered in paragraph IV.B is consistent 
with equitable principles, does not exceed Respondent’s net profits from its violations, and 
returning the money to Respondent would be inconsistent with equitable principles.  Therefore, in 
these circumstances, distributing disgorged funds to the U.S. Treasury is the most equitable 
alternative.  The disgorgement and prejudgment interest ordered in paragraph IV.B shall be 
transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange 
Act. 
 
IV. 
 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
A. Pursuant to Section 21C of the Exchange Act, Respondent shall cease and desist 
from committing or causing any violations and any future violations of Sections 30A, 
13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
 
B. Respondent is liable to the U.S. Securities and Exchange Commission for 
disgorgement of $85,046,035 and prejudgment interest of $13,405,149, for a total payment of 
$98,451,184.  Respondent shall receive a disgorgement offset of up to $59,455,779 based on the 
U.S. dollar value (based on the exchange rate on the date of the payment) of any payments made 
or to be made to the Government of South Africa or a South African state-owned entity reflected 
by evidence acceptable to the Commission staff in its sole discretion, in a parallel proceeding 
against Respondent in South Africa.  Such evidence of payment shall include a copy of the wire 
transfer or other evidence of the amount of the payment, the date of the payment, and the name of 
the government agency or state-owned entity to which payment was made.  To receive this offset, 
Respondent must make the above-identified payments within 365 days from the date of this 
Order.  Any amounts not paid as an offset within the specific time shall be immediately due to the 
U.S. Securities and Exchange Commission.  Respondent shall, within 30 days of the entry of this 
Order, pay disgorgement of $25,590,256 and prejudgment interest of $13,405,149 for a total 

 12 
payment of $38,995,405 to the Securities and Exchange Commission for transfer to the general 
fund of the United States Treasury, subject to the Exchange Act Section 21F(g)(3).  If timely 
payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 600. 
 
Payment must be made in one of the following three ways: 
 
1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request; 
 
2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofin.htm; or 
 
3) Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission 
and hand-delivered or mailed to: 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
SAP as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Ansu N. Banerjee, Assistant Regional 
Director, Division of Enforcement, Securities and Exchange Commission, 444 South Flower 
Street, Los Angeles, California 90071.   
 
 By the Commission. 
 
 
 
 Vanessa A. Countryman 
        Secretary 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99308 / January 10, 2024 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4481 / January 10, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21824 

 

 

In the Matter of 

 

SAP SE, 

 

Respondent. 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

   

 

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 

21C of the Securities Exchange Act of 1934 (“Exchange Act”), against SAP SE (“SAP” or 

“Respondent”).   

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, Respondent admits the Commission’s 

jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this 

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 

Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 

forth below. 

 

 

 



 2 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

 

1. This matter concerns SAP’s violations of the anti-bribery, books and records, and 

internal accounting controls provisions of the Foreign Corrupt Practices Act (the “FCPA”).  SAP is 

a global software company headquartered in Walldorf, Germany.  From at least December 2014 

through December 2018, SAP employed third-party intermediaries and consultants in various 

schemes to make improper payments to government officials in order to obtain and retain business 

in South Africa, Greater Africa (Malawi, Kenya, Tanzania, and Ghana), and Indonesia.  

Additionally, an SAP Azerbaijan employee provided improper gifts to a government official in 

order to obtain and retain business in Azerbaijan in January 2022.   

 

2. SAP failed to make and keep accurate books and records and failed to devise and 

maintain a sufficient system of internal accounting controls necessary to detect and prevent the 

improper payments.  The bribes were inaccurately recorded as legitimate business expenses in 

SAP’s books and records.  SAP failed to implement sufficient internal accounting controls over the 

engagement of, and payments to, third parties and lacked sufficient entity level controls over its 

subsidiaries in South Africa, Greater Africa, Indonesia, and Azerbaijan. 

 

Respondent 

 

3. SAP SE is a European Union corporation headquartered in Walldorf, Germany.  

SAP’s American Depositary Shares are registered with the Commission pursuant to Section 

12(b) of the Securities Act of 1933, and listed on the New York Stock Exchange.  SAP markets 

its software all over the world through various country subsidiaries, including wholly-owned 

subsidiaries in South Africa, Greater Africa (Malawi, Kenya, Tanzania, and Ghana), Indonesia, 

and Azerbaijan, which SAP manages and supervises.  SAP is a recidivist.  In 2016, the 

Commission charged SAP with books and records and internal accounting controls violations in 

connection with a bribe scheme in Panama.2 

 

Related Entities 

 

4. SAP South Africa Ltd. (“SAP South Africa”) is a Johannesburg, Gauteng 

Province, South Africa-based wholly-owned subsidiary of SAP engaged in selling software in the 

South African market.  SAP South Africa is authorized by SAP to distribute, sell, license, and 

sublicense software directly and indirectly to customers.  SAP South Africa’s financial statements 

are consolidated and reported in SAP’s financial statements. 

 
1  The findings herein are made pursuant to Respondent's Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 

 
2 In the Matter of SAP SE, Exchange Act Release No. 77005 (Feb. 1, 2016). 



 3 

 

5. SAP Africa Ltd. (“SAP Africa”) is a Johannesburg, Gauteng Province, South 

Africa-based wholly-owned subsidiary of SAP engaged in selling software in the Sub-Saharan 

African market outside of South Africa.  SAP Africa is authorized by SAP to distribute, sell, 

license, and sublicense software directly and indirectly to customers.  SAP Africa’s financial 

statements are consolidated and reported in SAP’s financial statements. 

 

6. PT. SAP Indonesia (“SAP Indonesia”) is a Jakarta, Indonesia-based wholly-owned 

subsidiary of SAP engaged in selling software in the Indonesian market.  SAP Indonesia is 

authorized by SAP to distribute, sell, license, and sublicense software directly and indirectly to 

customers.  SAP Indonesia’s financial statements are consolidated and reported in SAP’s financial 

statements. 

 

7. SAP AZ LLC (“SAP Azerbaijan”) is a Baku, Azerbaijan-based wholly-owned 

subsidiary of SAP engaged in selling software in the Azerbaijan market.  SAP Azerbaijan is 

authorized by SAP to distribute, sell, license, and sublicense software directly and indirectly to 

customers.  SAP Azerbaijan’s financial statements are consolidated and reported in SAP’s 

financial statements. 

 

FACTS 

 

Background 

 

8. SAP sells software licenses and related services. Its operations are currently divided 

into seven regions: (1) North America region, (2) Latin America/Caribbean (LAC) region, (3) the 

Europe/Middle East/Africa (EMEA) North region, (4) EMEA South region, (5) the Middle and 

Eastern Europe MEE region, (6) Asia Pacific/Japan region, and (7) Greater China region.  

Revenues are allocated to these seven regions based on the location of the customer.  SAP’s global 

business is executed through its numerous subsidiaries and the subsidiaries’ financial statements 

are consolidated into SAP’s financial statements.  SAP conducts its business by using local 

business partners, consultants, resellers, value added resellers and other intermediaries.  

 

9. While SAP uses third parties for a variety of legitimate business reasons, it knows 

that the use of third parties can increase the risk of improper payments being made to secure 

business.  In the past, these included Business Development Partners (“BDPs”), which were 

eligible to earn commissions for SAP sales on which they assisted.  The BDP program was 

terminated in 2018.  

 

10. During the relevant time frame, SAP’s internal policies and procedures for working 

with third parties required employees to conduct due diligence to assess risk and ensure: (1) That a 

third party had no relations (as a family member) to the SAP customer or a potential customer, and 

(2) That the third party was not a government official, government employee, political party 

official or candidate, or officer or employee of any public international organization or an 

immediate family member of any of these.  In addition, with respect to BDPs, all sales commission 

contracts had to be in writing and clearly define the services to be provided and the related business 



 4 

and payment terms.  SAP subsidiaries and employees were required to use a model agreement that 

included standard commission rates and to follow a standardized internal approval process, which 

required the involvement and approval of the local legal department or compliance officer, the 

subsidiary’s local managing director, and its local chief financial officer.  In cases where a BDP 

agreement required non-standard terms, regional management had to provide additional approvals.  

The policy documents explicitly state that they were put into place to ensure that no relationship 

with a third party would be used to inappropriately influence a business decision or pay bribes to 

government officials.   

 

11. SAP’s wholly-owned subsidiaries—SAP South Africa, SAP Africa, SAP Indonesia 

and SAP Azerbaijan—repeatedly violated these internal policies to engage in bribery schemes with 

the help of third party intermediaries from at least December 2014, to obtain or retain business.  

Because the payments were made by third parties acting outside of SAP’s own systems, SAP lacks 

sufficient records to determine with specificity the full scope of the bribe schemes.   

 

SAP South Africa 

 

12. SAP South Africa retained multiple third party consultants in South Africa to 

offer or pay bribes to government officials or intermediaries in order to obtain contracts with 

public sector customers.  SAP South Africa recorded the payments as legitimate business 

expenses in SAP’s books and records, despite the fact that certain intermediaries could not show 

that they provided the services for which they had been contracted. 

 

13. On December 23, 2014, SAP South Africa closed on a $4.4 million deal with South 

African state-owned rail and logistics company, Transnet, with an intermediary third party (“SA 

Intermediary 1”) purportedly acting as a BDP.  SA Intermediary 1 is a South African tech 

company, known for various corrupt business activities, and is controlled by a South African-based 

family.  According to the terms of the deal, SA Intermediary 1 was to receive a 10% commission 

for the deal and was to perform certain deliverables. In reality, it did not perform any actual work 

for SAP.  There is no record of SA Intermediary 1 ever being present at meetings with Transnet, 

nor does SA Intermediary 1 appear to have a credible IT background or experience.  Furthermore, 

bank records indicate that shortly after the deal closed, SA Intermediary 1 paid $562,215, 

characterized as “loans,” to an individual known to be involved in making bribe payments.  

 

14. SAP South Africa and its employees used another intermediary also controlled by 

the same South African-based family (“SA Intermediary 2”), which was also known as a conduit 

for bribing government officials, to help it secure a September 30, 2015 contract valued at $6.58 

million with Transnet.  SAP South Africa paid approximately $1 million in commission fees to SA 

Intermediary 2, a South African 3D printing firm despite the fact that it provided no tangible 

services to SAP.  SAP South Africa and its employees knew about the red flags relating to SA 

Intermediary 2’s ownership.  The former director of SA Intermediary 2 admitted that the entity had 

“no expertise” or skills to provide meaningful services on the Transnet deal and also said he had no 

knowledge of SA Intermediary 2 providing any services.  During an SAP-initiated audit of SA 

Intermediary 2, the third party failed to provide evidence of any services performed.   

 



 5 

15. SAP South Africa again used SA Intermediary 2 in connection with a June 1, 2016 

contract with the South African Revenue Service.  

 

16. SAP South Africa also paid bribes in order to obtain a December 29, 2015 contract 

with the City of Johannesburg valued at $13.16 million for a license consolidation.  SAP did so 

with the help of two BDPs, each of whom were contracted to receive a 10% commission.  In 

August 2016, an SAP South Africa account executive directed one of the partners to make an 

improper ZAR 2.2 million (approximately $120,000) payment to an account for an entity known to 

be involved with corrupt activities.  Chat messages between the SAP South Africa local account 

executive and a City of Johannesburg employee corroborate that the local account executive 

directed, and the business partner made, the improper payment.  In addition to these cash 

payments, SAP South Africa paid for trips to New York for government officials in May and 

September 2015, including the officials’ meals and golf outings on the trips. 

 

17. In November 2016, SAP South Africa closed a deal with Eskom, a state-owned 

entity and the largest producer of electricity in South Africa, to renew software licenses for 

approximately $28.58 million.  Internally, SAP South Africa set aside several million dollars from 

this renewal fee to pay SA Intermediary 3, a purported IT consultant on the Eskom project.  SA 

Intermediary 3, however, never performed any services.  Instead, SAP South Africa’s Managing 

Director instructed SAP South Africa employees to perform the consulting work in SA 

Intermediary 3’s stead and still paid the entity a total of $1.6 million.  Notably, officials at Eskom 

approved these payments despite SA Intermediary 3’s absence on the project.  SAP also retained 

SA Intermediary 2 to perform vague services on Eskom contracts dated March, 2016 and 

November 2016 that, as a 3D printing company, SA Intermediary 2 was unqualified to perform.  

Regardless, SAP South Africa paid SA Intermediary 2 a total of $5.18 million in consulting fees.   

 

18. Finally, SAP South Africa used two local BDPs in connection with obtaining deals 

valued at $35.4 million with South African public sector customer, Department of Water and 

Sanitation (“DWS”) in December 2015 and July 2016.  The local business partners were paid at a 

14.9% commission rate, the maximum allowed under SAP policy without approval from the 

Board.  SAP South Africa employees engaged both BDPs at the highest commission percentage 

allowed, staying under the 15% commission rate so as to avoid the need to obtain higher level 

approvals, and authorized the payment despite the local partners’ failure to meet deliverables 

relating to the DWS transactions. 

 

SAP Greater Africa 

 

19. SAP Africa used resellers to conduct business throughout Greater Africa, including 

a Zimbabwe-based reseller (“GA Intermediary 1”) that was used to conduct business in Malawi, 

Tanzania, Ghana, and Kenya.  GA Intermediary 1 engaged in bid-rigging and arranged corrupt 

payments to government officials in connection with SAP Africa deals in all four countries 

between 2014 and 2018.   

 

20. GA Intermediary 1 helped SAP Africa improperly access tender documents to 

obtain a December 29, 2017 contract with the Government of Malawi valued at $1,416,878 in 



 6 

exchange for improper payments to Malawi government officials.  GA Intermediary 1 benefited 

from this deal as a reseller of the SAP products to the government.  Emails indicate that certain 

SAP Africa employees, including an account executive and a local sales director, knew of efforts 

by employees at GA Intermediary 1 to access draft tender documents to influence the outcome of 

the tender in SAP Africa’s favor. The CEO of GA Intermediary 1 emailed two SAP Africa sales 

executives saying, “we have already seen the documents in confidence.  Please keep this very 

confidential.”  One of those two sales executives sent the other an internal email stating, “[GA 

Intermediary 1] has been ready for quite some time now—they got the script months ago—of 

course from ‘internal friends.’” 

 

21. Again with the help of GA Intermediary 1, SAP Africa paid bribes to win a tender 

for a June 2015 sales contract and a subsequent June 2016 contract with the Tanzania Ports 

Authority (“TPA”), valued at  $768,561 and $41,745, respectively.  GA Intermediary 1 again 

benefited from these deals as a reseller. Emails and documents show that the Kenya country 

manager for GA Intermediary 1 shared TPA draft tender materials with an SAP Africa account 

executive on a thumb drive in order to get information on bid specifications that could help win the 

tender.  SAP Africa executives contacted individuals known as bribe “facilitators” around the time 

of the TPA tender to assist GA Intermediary 1 to pay bribes to TPA officials in exchange for the 

materials that helped SAP Africa win the tender. 

 

22. SAP Africa worked with two reseller partners, GA Intermediary 1 and a second 

intermediary (“GA Intermediary 2”), to pursue a 2016 contract with the Ghana National Petroleum 

Corporation (“GNPC”) valued at $1,205,175.  GA Intermediary 2 was unqualified for the project 

and was retained for its political connections.  Initially, GA Intermediary 1 tried to win the contract 

on behalf of SAP Africa by offering to pay a company associated with a government official, “40% 

of the total deal value” in exchange for unspecified “support services leading to the successful 

award of the opportunity.”  The “support services” to be performed were not legitimate, rather the 

payment was in return for the government official’s help ensuring that GNPC would forego the 

tender process and sole source the contract to GA Intermediary 1.  Two senior SAP Africa 

executives knew of and encouraged the arrangement.  Emails indicate that SAP Africa provided 

GA Intermediary 1 with the specifications needed for GNPC to justify sole sourcing the contract, 

and then the intermediary passed those specifications to GNPC in order to win the tender.  GA 

Intermediary 1’s efforts ultimately failed, however, leaving GA Intermediary 2, with its political 

connections, to secure the deal instead. 

 

23. SAP Africa again used GA Intermediary 1 to help it improperly influence a tender 

by the Kenya Revenue Authority in 2015.  Again, GA Intermediary 1 stood to benefit as the 

reseller.  SAP Africa violated its own internal processes and procedures regarding due diligence, 

and the retention of third parties when it failed to properly vet GA Intermediary 1, and ignored 

repeated red flags—including payment requests for vague and undefined deliverables—

indicating that GA Intermediary 1 was funneling money to make improper payments.  

 

24. While GA Intermediary 1 was suspended on September 12, 2018, after red flags 

surfaced indicating it was paying bribes to officials at the Tanzania Ports Authority and the Kenya 

Revenue Authority, SAP Africa allowed the reseller to start resales later in 2018 despite the 



 7 

continuing presence of red flags.  SAP Africa  ultimately terminated GA intermediary 1 in July 

2019. 

 

SAP Indonesia 

 

25. During the relevant time, the SAP Indonesia public sector market consisted 

almost entirely of indirect sales through local Value Added Resellers (“VARs”).  SAP Indonesia, 

with its VARs, engaged in a variety of schemes in Indonesia to make, offer, or attempt to make 

improper payments to government officials at eight state-owned-entities—Balai Penyedia dan 

Pengelola Pemdiayaan Telekomunikasi dan Informatika (“BP3TI”), the Ministry of Maritime 

Affairs and Fisheries, the Social Ministry, PT Pertamina, Pemda DKI, PT Mass Rapid Transit 

(“MRT”) Jakarta, PT Angkasa Pura I, and PT Angkasa Pura II—to obtain or retain contracts 

with those customers.  The schemes were orchestrated by two SAP Indonesia account executives 

who worked with at least one VAR (“Indonesia Intermediary 1”) known for a pattern of corrupt 

business dealings and paying bribes.  In some cases, SAP Indonesia and Indonesia Intermediary 

1 used fake training invoices to issue payments that created slush funds to pay bribes.  

Employees at Indonesia Intermediary 1 created shell companies to generate these false expenses.  

Some of the false invoices generated kickback payments to employees at the Indonesia 

Intermediary 1, some paid for customer excursions, and others generated cash payments to 

government officials at state-owned entities.   

 

26. The two SAP Indonesia account executives orchestrating the schemes told 

employees at Indonesia Intermediary 1 to do “whatever was needed” to secure deals.  WhatsApp 

messages between the account executives and employees of Indonesia Intermediary 1 show 

requests for “baggage” and “envelopes,” both understood to be codes for bribes to government 

officials.  In certain cases, photographs and videos evidence cash payments made to government 

officials.  One of the SAP Indonesia local account executives admitted facilitating and, in some 

cases, personally making payments to public sector clients while he was an employee of 

Indonesia Intermediary 1.  He also said that SAP VARs were active participants in these efforts 

and specifically named Indonesia Intermediary 1 as helping with these schemes.  Two Indonesia 

Intermediary 1 employees also admitted to facilitating payments to government officials. 

 

27. With the help of Indonesia Intermediary 1, SAP Indonesia paid bribes to 

government officials at BP3TI, an entity formed by the Indonesian Ministry of Communication 

and Information Technology.  SAP Indonesia paid the bribes to obtain a March 23, 2018 contract 

with BP3TI valued at $268,135.  WhatsApp chat transcripts show one of the SAP Indonesia 

account executives messaging an Indonesia Intermediary 1 employee saying, “Hehehe…This is 

government bro, to catch a big fish we need to use a large bait (sic).”  In another message chain 

discussing a transfer of funds to an intermediary that was intended to benefit officials at BP3TI, an 

Indonesia Intermediary 1 employee confirmed the transfer amount as being “around 1 billion 

rupiahs,” which amounted to $67,380 at the time of transfer.  Some of the payments were routed 

through a sham entity created by Indonesia Intermediary 1 employees.  In addition, SAP Indonesia, 

through Indonesia Intermediary 1 employees, paid for shopping excursions and dining for a BP3TI 

official and his wife during a June 2018 trip to New York City, in route to attending the 2018 SAP 

Sapphire Conference in Orlando, Florida. 



 8 

 

28. An SAP Indonesia account executive also paid cash bribes to government officials 

to obtain a December 16, 2015 deal with the Indonesian Ministry of Maritime Affairs and Fisheries 

valued at $80,750.  WhatsApp chats between the SAP Indonesia account executive and a freelance 

consultant and former Indonesia Intermediary 1 employee contain explicit discussions of cash 

payments made in person to Ministry officials in which the consultant states, “Seventy million, in 

fifty thousand bills…Bring empty envelope.” 

 

29. The same SAP Indonesia account executive also discussed bribes in connection 

with an Applicant Tracking Software (ATS) maintenance tender by the Indonesian Social 

Ministry, which was won by another SAP Indonesia VAR partner (“Indonesia Intermediary 2”).  

WhatsApp messages, between the SAP Indonesia account executive involved and a freelance 

consultant, show them clearly discussing improper payments and a demand that SAP Indonesia use 

the issuance of Letters of Support to guarantee the preferred tender outcome.  The SAP Indonesia 

account executive’s supervisor, who was at that time the SAP Indonesia Public Sector Sales Lead, 

was aware of the scheme.  Indonesia Intermediary 2 was awarded the contract renewal with the 

Social Ministry in July 2018.  The total amount of SAP Indonesia revenue stemming from this deal 

includes ongoing services associated with the original 2015 sales contract. 

 

30. Indonesia Intermediary 1, and an SAP Indonesia account executive also paid for 

golfing excursions for officials at PT Pertamina, a state-owned oil and natural gas corporation.  

The benefits were provided to obtain a January 23, 2017 contract, which included maintenance 

services relating to licenses valued at $13,331,423.  WhatsApp chats also indicate that others at 

SAP Indonesia and employees at various VARs discussed requests to pay for meals and travel 

expenses for employees of public sector customers. 

 

31. SAP Indonesia violated internal processes and procedures regarding management, 

due diligence, and the retention of third parties, when it retained and repeatedly used Indonesia 

Intermediaries 1 and 2.  SAP Indonesia continued to work with Indonesia Intermediary 1 to obtain 

a November 26, 2018 contract with Pemda DKI (the provincial government of Jakarta) valued at 

$208,198, a March 22, 2018 contract with PT Mass Rapid Transit Jakarta valued at $174,908, and 

a renewal of a June 27, 2012 contract with PT Angkasa Pura I (one of two separate state-owned 

enterprises responsible for the management of airports in Indonesia) valued at $1,097,119.  SAP 

Indonesia also continued to work with Indonesia Intermediary 2 to pay bribes while seeking to 

obtain July 31, 2018 and December 28, 2018 contracts with PT Angkasa Pura II (the second of two 

state owned enterprises responsible for the management of airports) valued at $2,535,987 and 

$2,594,695, respectively.  The first of these contracts was awarded to Indonesia Intermediary 2. 

 

 

 

SAP Azerbaijan 

 

32. An SAP Azerbaijan employee provided improper gifts to government officials in 

connection with a May 2022 deal with the State Oil Company of the Republic of Azerbaijan 

(SOCAR) valued at $1,645,703.  SAP Azerbaijan’s mid-level employee provided improper gifts in 



 9 

December 2021 and January 2022 to multiple SOCAR officials in an effort to close the deal.  

Several SOCAR officials received gifts totaling approximately $3,000, well above SAP’s gift limit 

of $30.  Text messages indicate that the employee was rewarding senior officials who supported, 

and were directly responsible for, approving the pending sale.  The employee also prepared a fake 

Act of Acceptance between SOCAR and a SAP Azerbaijan partner, which she submitted to the 

SAP contract booking team on February 4, 2022.  SOCAR signed the real Act of Acceptance on 

May 12, 2022.  Evidence indicates that the employee was attempting to claim a commission on the 

deal before her pending promotion to SAP Azerbaijan Managing Director became effective, after 

which she would not be eligible to earn additional compensation from the sale. 

 

SAP Had Inaccurate Books and Records and  

Insufficient Accounting Controls to Detect or Prevent Bribery 

 

33. The bribe payments made by SAP South Africa, SAP Africa, SAP Indonesia, and 

SAP Azerbaijan were inaccurately recorded as legitimate commission or other expenses in SAP’s 

books and records.  SAP lacked the internal accounting controls sufficient to detect or prevent such 

payments.  Specifically, SAP lacked adequate due diligence and vetting to properly assess risk and 

approve payments to the third parties it worked with in these jurisdictions.   

 

34. SAP did not adequately address the high risk of bribery and corruption in South 

Africa, Greater Africa, Indonesia, and Azerbaijan and did not implement sufficient internal 

accounting controls to address those risks.  The company failed to implement sufficient payment 

approval controls to ensure that services were actually rendered, or expenses were actually 

incurred, before issuing payments to third parties. Although SAP had a corporate anti-corruption 

policy in place during the relevant time period, SAP had insufficient formal monitoring, or internal 

controls in place, to ensure that SAP South Africa, SAP Africa, SAP Indonesia, or SAP Azerbaijan 

were adhering to the relevant policies.   

 

35. Lastly, SAP lacked entity level controls over SAP South Africa, SAP Africa, SAP 

Indonesia, and SAP Azerbaijan because of the lack of oversight over personnel in those 

jurisdictions.  

 

SAP Violated Exchange Act Section 30A 

 

36. As a result of the conduct described above, SAP violated section 30A of the 

Exchange Act, which prohibits any issuer with securities registered pursuant to Section 12 of the 

Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, or any 

officer, director, employee, or agent acting on its behalf, to make use of the mails or any means or 

instrumentality of interstate commerce corruptly in furtherance of an effort to pay or offer to pay 

anything of value to foreign government officials for the purpose of influencing their official 

decision making, in order to assist in obtaining or retaining business. 

 

 

 

 



 10 

SAP Violated Exchange Act Section 13(b)(2)(A) 

 

37. As a result of the conduct described above, SAP violated Section 13(b)(2)(A) of the 

Exchange Act, which requires issuers to make and keep books, records, and accounts, which, in 

reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the 

issuer. 

 

 

SAP Violated Exchange Act Section 13(b)(2)(B) 

 

38. As a result of the conduct described above, SAP violated Section 13(b)(2)(B) of the 

Exchange Act, which requires issuers to devise and maintain a system of internal accounting 

controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance 

with management’s general or specific authorization, (ii) transactions are recorded as necessary (I) 

to permit preparation of financial statements in conformity with generally accepted accounting 

principles or any other criteria applicable to such statements, and (II) to maintain accountability for 

assets; (iii) access to assets is permitted only in accordance with management’s general or specific 

authorization; and (iv) the recorded accountability for assets is compared with the existing assets at 

reasonable intervals and appropriate action is taken with respect to any differences. 

 

COOPERATION AND REMEDIATION 

 

39. In determining to accept the Offer of Settlement, the Commission considered SAP’s 

self-reporting of certain conduct, remedial acts promptly undertaken by Respondent, and the 

significant cooperation afforded the Commission staff.  SAP cooperated in the Commission’s 

investigation by identifying and timely producing key documents identified in the course of its own 

internal investigation, providing the facts developed in its internal investigation, and making 

current or former employees available to the Commission staff. 

 

40. SAP’s remedial efforts included: (i) termination of employees and third parties 

responsible for the misconduct, (ii) elimination of the BDP program; (iii) enhancements to internal 

accounting and compliance controls; (iv) implementation of analytics to identify and review high-

risk transactions and third party controls; (v) strengthening and expansion of the ethics and 

compliance organization; (vi) enhancements to its code of conduct, policies and procedures 

regarding gifts and hospitality, and the use of third parties; (vii) increased training of employees on 

anti-bribery issues; and (viii) establishment of an enhanced whistleblower platform. 

 

DISGORGEMENT AND NON-IMPOSITION OF A CIVIL PENALTY 

 

41. SAP acknowledges that the Commission is not imposing a civil penalty based upon 

the imposition of an $ 118.8 million criminal fine as part of SAP’s resolution with the United 

States Department of Justice. 

 

42. On March 15, 2022, SAP entered into a civil settlement with the South African 

Special Investigating Unit and others relating to the DWS conduct described above and paid ZAR 



 11 

344.78 million ($21.4 million), which represented reimbursement of the entire amount SAP 

received from DWS under the 2015 and 2016 deals with DWS. 

 

43. On October 18, 2023, SAP entered into a settlement agreement with the South 

African Special Investigative Unit and others relating to the Transnet conduct described above, 

pursuant to which it paid ZAR 214.39 million (approximately $11.42 million based on the 

exchange rate on the date of payment). 

 

44. On November 1, 2023, SAP entered into a civil settlement with the South African 

Special Investigating Unit and others relating to the Eskom conduct described above, pursuant to 

which it paid ZAR 500 million (approximately $26.63 million based on the exchange rate on the 

date of payment). 

 

45. The disgorgement and prejudgment interest ordered in paragraph IV.B is consistent 

with equitable principles, does not exceed Respondent’s net profits from its violations, and 

returning the money to Respondent would be inconsistent with equitable principles.  Therefore, in 

these circumstances, distributing disgorged funds to the U.S. Treasury is the most equitable 

alternative.  The disgorgement and prejudgment interest ordered in paragraph IV.B shall be 

transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange 

Act. 

 

IV. 

 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

A. Pursuant to Section 21C of the Exchange Act, Respondent shall cease and desist 

from committing or causing any violations and any future violations of Sections 30A, 

13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 

 

B. Respondent is liable to the U.S. Securities and Exchange Commission for 

disgorgement of $85,046,035 and prejudgment interest of $13,405,149, for a total payment of 

$98,451,184.  Respondent shall receive a disgorgement offset of up to $59,455,779 based on the 

U.S. dollar value (based on the exchange rate on the date of the payment) of any payments made 

or to be made to the Government of South Africa or a South African state-owned entity reflected 

by evidence acceptable to the Commission staff in its sole discretion, in a parallel proceeding 

against Respondent in South Africa.  Such evidence of payment shall include a copy of the wire 

transfer or other evidence of the amount of the payment, the date of the payment, and the name of 

the government agency or state-owned entity to which payment was made.  To receive this offset, 

Respondent must make the above-identified payments within 365 days from the date of this 

Order.  Any amounts not paid as an offset within the specific time shall be immediately due to the 

U.S. Securities and Exchange Commission.  Respondent shall, within 30 days of the entry of this 

Order, pay disgorgement of $25,590,256 and prejudgment interest of $13,405,149 for a total 



 12 

payment of $38,995,405 to the Securities and Exchange Commission for transfer to the general 

fund of the United States Treasury, subject to the Exchange Act Section 21F(g)(3).  If timely 

payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 600. 

 

Payment must be made in one of the following three ways: 

 

1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

 

2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofin.htm; or 

 

3) Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission 

and hand-delivered or mailed to: 

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

SAP as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Ansu N. Banerjee, Assistant Regional 

Director, Division of Enforcement, Securities and Exchange Commission, 444 South Flower 

Street, Los Angeles, California 90071.   

 

 By the Commission. 

 

 

 

 Vanessa A. Countryman 

        Secretary 

 

 

 

http://www.sec.gov/about/offices/ofin.htm