In re ALBEMARLE

 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98622 / September 29, 2023 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4468 / September 29, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21763 
 
 
In the Matter of 
 
ALBEMARLE 
CORPORATION 
 
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 that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Albemarle Corporation (“Albemarle” or 
“Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Albemarle 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
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 that:  
 
 
SUMMARY 
 
1. This matter concerns violations of the anti-bribery, books and records, and internal 
accounting  controls  provisions  of  the  Foreign  Corrupt  Practices  Act  of  1977  (the  “FCPA”)  by  
Albemarle, a  global  specialty chemicals   company that develops  and  sells  catalysts  used  in  the  
operation of oil refineries.  From at least 2009 through 2017, Albemarle’s agents paid bribes to obtain 
sales of catalysts to public-sector oil refineries in Vietnam, India, and Indonesia and to private-sector 
oil  refineries  in  India.   Despite significant red  flags  indicating  a  high  probability  of  bribery,  
Albemarle retained and paid these intermediaries,  who in turn made corrupt payments to government 
officials.    Albemarle  also  failed  to  implement  sufficient  internal  accounting  controls  to  provide 
reasonable assurances that payments made to agents in Vietnam, Indonesia, India, China, and the 
United Arab Emirates (“UAE”) were for legitimate services.  Albemarle’s books and records failed 
to  accurately  reflect,  or  contain  reasonable detail supporting,  such  payments.    As  a  result  of  its 
misconduct, Albemarle obtained an improper benefit of approximately $81.86 million f rom sales to 
state-owned customers. 
 
RESPONDENT 
 
2. Albemarle Corporation (“Albemarle”) is a Virginia corporation with its principal 
place of business in Charlotte, NC.  The company is a global developer, manufacturer, and marketer 
of  specialty  chemicals.    Albemarle’s  common  stock  is  and,  throughout  the  relevant  period,  was 
registered  with  the  Commission  under  Section  12(b)  of  the  Exchange  Act  and  trades on  the  New  
York Stock Exchange under the ticker “ALB.” 
 
FACTS 
 
Background 
 
3. During   the   relevant   period,   Albemarle managed and   reported  its worldwide 
operations through three global business units (GBUs) corresponding to its primary product markets:  
catalysts  (which  contained  the  Refining  Solutions  business),  lithium,  and  bromine.    The Refining 
Solutions  business  developed  and  sold catalysts  to  oil  refineries  through  sales  offices  and 
intermediaries around the world.  The President of the Refining Solutions GBU reported directly to 
Albemarle’s  Chief  Executive  Officer.    Albemarle centrally  coordinated    its compliance,  legal,  
finance, contracting, and internal audit functions.   
 
 
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  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.   

 
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4. Albemarle  sold  refinery catalysts  to  state-owned refineries  in  Vietnam,  India,  
Indonesia, China, and the UAE through four wholly owned and consolidated foreign subsidiaries: 
Albemarle  Catalysts  Company  B.V.  in  the  Netherlands  (“Albemarle  Netherlands”);  Albemarle  
Singapore  Pte.  Ltd  in  Singapore  (“Albemarle  Singapore”);  Albemarle  Chemicals  (Shanghai)  Co.  
Ltd.  in  China  (“Albemarle  China”);  and  Albemarle  Middle  East  FZE  in  the  UAE  (“Albemarle 
Middle  East”)  (  each,  an  “Albemarle  Subsidiary,”  and  together,  the  “Albemarle  Subsidiaries”).  
Albemarle also used sales agents to sell refinery catalysts in Vietnam, India, Indonesia, China, and 
the UAE.  The sales agents in Indonesia and China were also retained as distributors.   
 
5. Albemarle exercised control over the sales activities of the Albemarle Subsidiaries, 
which  acted  as  agents  for  Albemarle  when  retaining  agents  to  sell  catalysts  globally.    Albemarle  
officers served on the Albemarle Subsidiaries’ boards of directors and held signatory authority over 
bank accounts, at local branches of both U.S. and non-U.S. banks, used to pay sales intermediaries 
in the relevant countries.  Albemarle sold refinery catalysts globally through agents and distributors 
approved by Albemarle sales, business, legal, compliance, and finance personnel and management.  
Personnel at the center of the misconduct reported directly or indirectly to issuer-employed managers 
in Albemarle’s sales and Refining Solutions organizations, who at times met with and communicated 
directly  with  customers.   These  managers  also  participated  in  regular  sales  strategy  calls  and  
meetings with Albemarle Subsidiary personnel and participated in evaluating and approving agent 
commissions and expenses.     
 
Albemarle failed to timely address identified deficiencies in its  
internal accounting controls surrounding sales agents and distributors 
 
6. Despite the known risks posed by Albemarle’s reliance on third-party sales agents 
and  distributors  in  the  sale  of  catalyst products  to  state-owned  and -controlled oil  refineries, 
Albemarle failed for many years to institute sufficient compliance systems and devise and maintain 
a sufficient system of internal accounting controls concerning the retention, payment, and oversight 
of these intermediaries. 
 
7. A series of internal audit reports in 2013, 2015, and 2016 identified multiple gaps in 
Albemarle’s  internal  accounting  controls  with  respect  to  the Refining  Solutions  business’s  use  of  
intermediaries.    For  example,  sales agents  and  distributors  were  paid:  despite  incomplete  due  
diligence; despite a lack of an executed contract; despite having a    contract that lacked required anti-
corruption provisions; and at rates higher than those provided for by contract – all in contravention 
of Albemarle’s policies and procedures.   
 
8. The audit team for the 2013 internal audit recommended that Albemarle e stablish a 
comprehensive program  to  manage  and  monitor  the  entire  life  cycle  for  intermediaries.   While 
Albemarle hired compliance personnel, reduced the number of sales agents and distributors without 
contracts,  and implemented software to assist in third-party onboarding and contracting, it failed to 
devise and maintain a sufficient system of internal accounting controls with respect to commission 
rates and deviations from contracted rates.  As a result, sales personnel were able to increase agents’ 
commission rates in multiple countries – including Vietnam, India, China, and UAE –   despite certain 
Albemarle personnel having knowledge of red flags indicating the   agents would use a portion of the 

 
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commission to make bribe payments to obtain contracts, influence tender specifications, or obtain 
nonpublic information concerning competitors’ bids.   
 
9. Other  examples  of  internal  accounting  controls  deficiencies  during  the  relevant  
period include the payment of sales agents in Vietnam, India, Indonesia, China, and the UAE despite 
a lack of contractually required reports from the agents describing the services provided.  In some 
instances, Albemarle  Subsidiaries  also  entered  backdated  agreements  with  the sales agents  and  
reimbursed vague, unsupported, and extra-contractual expenses.  Certain personnel also instructed 
sales agents to omit detail from their invoices or to re-submit the invoices to a different Albemarle 
Subsidiary to avoid a lengthy approval process.  
 
Vietnam: 
Albemarle’s agent paid bribes to obtain contracts from Vietnamese refineries 
 
10. Between  2012  and  2017, Albemarle made  sales  to  two Vietnamese  oil  refineries  
through its  sales  agent  for  Vietnam  (“Vietnam  Agent”),  which  was  retained  through  Albemarle  
Singapore.    In  2012  Vietnam  Agent  approached  Albemarle  Subsidiary personnel  in  Asia  Pacific  
about becoming a sales agent for Vietnam.  Although Vietnam Agent had registered to do business 
in  Vietnam  only  three  months  earlier  and  had  no  catalysts  experience, Vietnam  Agent touted  its  
ability  to  secure  business  for  Albemarle  based  on  its  friendship  with  key  decision  makers  at  a  
Vietnamese state-owned refinery (“Vietnam Refinery 1”) and past equipment sales he had made to 
the refinery.  Vietnam Agent was hired in 2012 at a 4.25 percent commission rate that Albemarle’s 
sales representative viewed as high for the region, and Albemarle approved an increase to Vietnam 
Agent’s commission to 6.5 percent in 2015 despite emails  reflecting  a high probability additional 
funds would be used to bribe Vietnamese government officials.  
 
11. Once retained in 2012, Vietnam Agent provided Albemarle with valuable nonpublic 
information concerning the Company’s competitors and state-owned customers and secured orders 
for Albemarle.  With respect to tenders issued by Vietnam Refinery 1 and a second refinery that was 
a joint venture of state-owned and private companies (“Vietnam Refinery 2), Vietnam Agent secured 
non-public and competitively sensitive information from government officials, as well as advance 
notice of tender requirements, fresh catalyst samples from competitors, information on competitors’ 
tender submissions, and advice in navigating tender processes.  With Albemarle’s input, Vietnam 
Agent also secured changes to bid and evaluation criteria that advantaged Albemarle.   
 
12. Beginning   in   2013,   Vietnam   Agent   made   frequent   requests   to   increase   its 
commission.    Emails  from  sales  personnel  in  Asia  and  Europe  reflected  that Vietnam  Agent  had  
asserted that the commission increase was meant to “settle down,” “take care [of],” and “contribute” 
to state-owned refinery officials.  Increasing the commission, the sales personnel understood, would 
be necessary to “secure orders,” “win the job,” and avoid “los[ing] the market.”  In communications 
with these  Albemarle Subsidiary  personnel, Vietnam  Agent’s  principal  referred  to  using the 
commission increase to appease government officials.  His messages regarding the increase included 
numerous coded references to his “Friend” (a key decision-maker at Vietnam Refinery 1) and the 
“Friend’s” views on the desired level of Vietnam Agent’s commission.  Without the full details of 
the  nature  of  communications  with  Vietnam  Agent,  Refinery  Solutions  managers  at  Albemarle 
Netherlands  and  Albemarle  Europe  sprl  (“Albemarle  Europe”)  approved an  increase  to  Vietnam  

 
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Agent’s commission, to 6.5 percent, in March 2015.  In June 2016, Albemarle agreed to apply the 
same 6.5 percent commission rate on sales to the then recently constructed Vietnam Refinery 2.  As 
a  result  of  an  internal  investigation  Albemarle  began  conducting  in  2016, Albemarle  terminated  
Vietnam Agent in 2017.  Albemarle obtained improper benefits from sales to Vietnam Refinery 1 
between 2013 and 2017 and to Vietnam Refinery 2 between 2016 and 2019 pursuant to contracts 
obtained through Vietnam Agent between 2013 and 2017.  
 
13. Albemarle’s  system  of  internal accounting  controls was  insufficient  to  prevent or 
detect these  improper  payments,  which  Albemarle  Singapore  falsely  recorded  as  legitimate  
commissions in books and records that were consolidated into Albemarle’s financial statements.  
 
India:   
Albemarle’s agent in India paid bribes to executives of state-owned and private customers 
 
14. In  India,  an Albemarle  consultant  and  sales  agent  (“India  Agent”)  paid  bribes  to  
decision-makers at a state-owned oil company (“India State-Owned Customer”) between 2009 and 
2011 and at a private sector customer (“India Private Customer”) between 2009 and 2017 to obtain 
and retain catalyst orders and secure sensitive, nonpublic information for Albemarle.   
 
15. The impetus for retaining India Agent came in May 2009, after India State-Owned 
Customer reportedly threatened to place Albemarle on a “holiday list” as a sanction for purportedly 
failing to meet a performance guarantee, which would have barred Albemarle from future business 
with  India  State-Owned  Customer.    India  Agent  contacted  Albemarle  Middle  East  personnel  to  
advise that it was aware of the “holiday list” issue and that it could help Albemarle avoid the “holiday 
list.”    Albemarle,  contracting  through  Albemarle  Netherlands, then  engaged India  Agent  as  a  
consultant and later sales agent, despite the high probability that India Agent would use a portion of 
its  compensation  to  bribe  a  senior  decision-maker (“Senior  India Official”) at  India  State-Owned 
Customer.   
 
16. Several red  flags  emerged  during  Albemarle’s due  diligence  process.  India  Agent 
claimed that its board of directors included two former senior India State-Owned Customer officials, 
and Albemarle already had a sales agent in India.  An Albemarle Subsidiary regional director alerted 
an Albemarle sales  executive (“Sales  Executive”),  who  was  employed  directly  by  Albemarle  and  
based in the United States, of his understanding, based on a July 2009 call with India Agent, that the 
agent would make corrupt payments to keep Albemarle off the holiday list and obtain business from 
Indian Oil Company and other customers.  The regional director warned Sales Executive by email 
that it was “clear to [him]” that India Agent intended to use a portion of its commission to “handle” 
the Senior India Official, as well as officials “many levels below.”  The regional director expressed 
his concern that engaging India Agent would cause Albemarle to violate the FCPA.  On August 13, 
2009, despite  the  regional  director’s  warning,  Sales  Executive signed  a  backdated  consulting  
agreement between Albemarle Netherlands and India Agent.  The agreement called for payment of 
a three percent commission to India Agent, a rate three times higher than that paid to Albemarle’s 
existing agent for India.  Shortly after Albemarle retained India Agent, the threat to place Albemarle 
on the “holiday list” was withdrawn.    
 

 
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17. Between 2009 and 2017, Albemarle also paid India Agent what personnel understood 
was an excessive commission to obtain catalyst orders from India Private Customer.  As Albemarle’s 
sales to India Private Customer grew, India Agent demanded increases to its commission rate.  In 
support of one such request, India Agent provided nonpublic details about a competitor’s bid and a 
confidential  report  by  India  Private  Customer’s  technical  team  on  the  results  of  a  performance  
evaluation.    India  Agent  noted  that  Albemarle  was  obtaining  sales  “very  easily  due  to  our  
relationships, without any competition.”  Alluding to its relationship with India Private Customer’s 
management, India Agent contended that the increase had been “discussed with all the friends and . 
.  .  agreed  upon.”    In  response,  Albemarle  increased  India  Agent’s  commission  in  2010  (via  a 
backdated  agreement)  and  again  in  2012.    A  July  2014  email  from  an  Albemarle  Europe  sales  
executive to    India Agent described the commissions as “extremely high” and “far from any possible 
realistic justification.” 
 
18. India  Agent  obtained  business  from  India  Private  Customer  by  paying a  senior  
executive (“Private Customer Executive”) and his family more than $190,000 between August 2009 
and  March  2018,  including  monthly  payments  directly to Private  Customer  Executive’s  wife  and  
son.  In 2011, at the request of Sales Executive, Albemarle sales personnel in Brazil arranged a hotel 
and tour of Rio de Janeiro for Private Customer Executive’s son, who was working in Brazil at the 
time, and transferred the charge to India Agent’s credit card.  In March 2014, India Private Customer 
suspended shipments under Albemarle’s supply contract while conducting a trial of a competitor’s 
products.  India Agent paid Private Customer Executive $81,000  by  check  to  restore  Albemarle’s 
catalyst  order.    India  Private  Customer  resumed  Albemarle’s  deliveries  in  July  2014  and  placed  
additional catalyst orders through December 2017.   
 
19. Although India Agent’s agreement required it to cover all expenses associated with 
contract  performance,  it  submitted  more  than  $100,000  in  vague  and  unsupported  “Business  
Development Expenses” and “HPC division Expenses” to Albemarle Netherlands.  An Albemarle 
Subsidiary regional sales manager directed India Agent to resubmit its invoices through Albemarle 
Middle East, which would pay the invoices “without any lengthy authorization.”  
 
20. Albemarle’s system  of  internal accounting  controls was  insufficient  to  prevent  or 
detect the  improper  and  extra-contractual  payments  made  to  and  through  India  Agent,  which  
Albemarle   Netherlands   and   Albemarle   Europe   falsely recorded   as   “commissions”   and   
reimbursements of legitimate expenses in books and records that were consolidated into Albemarle’s 
financial statements.   
 
Indonesia:  
Albemarle’s agent bribed officials of Indonesia’s state-owned oil and gas company 
 
21. Between  2012  and  2014  Albemarle,  acting  through  Albemarle  Singapore,  used a 
sales agent in Indonesia (“Indonesia Agent”)    to sell catalysts to Indonesia’s state-owned oil and gas 
company (“Indonesia State-Owned Customer”).  Indonesia Agent bribed officials of Indonesia State-
Owned   Customer   to   obtain   contracts   and   non-public   information   concerning   tenders   and   
competitors’ products.   
 

 
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22. In  April  2012,  an  official  of  Indonesia  State-Owned  Customer  urged  Albemarle  
Subsidiary  personnel  to  replace  Albemarle’s existing  agent  with  Indonesia  Agent.    The  official 
reported that a key decision-maker at the customer (“Indonesia Official”) was “very close friend[s]” 
with Indonesia  Agent’s  president  and  that  Indonesia  Official’s  son  served  on  Indonesia  Agent’s 
board  of  directors.    Albemarle  Subsidiary managers  in  Asia  and  Europe  understood  that,  if  they 
refused to use Indonesia Agent, Albemarle would “lose the business opportunity” to sell catalysts to 
Indonesia  State-Owned  Customer.    Despite  these  red  flags  of  the  corrupt  relationship  between  
Indonesia Agent and Indonesia Official, Albemarle retained Indonesia Agent effective August 2012.   
 
23. Over the next two years, Indonesia Agent provided Albemarle Subsidiary personnel 
with sensitive, nonpublic information and arranged for Indonesia Official to intervene in tenders on 
Albemarle’s behalf.  In August and November 2012, an Albemarle Subsidiary sales representative 
for  the  Asia  Pacific  region  asked  Indonesia  Agent  to  obtain  samples  of  competitor  catalysts  from  
Indonesia State-Owned Customer in connection with an upcoming tender.  In response to the second 
request, Indonesia  Agent  cautioned  that  the  first  one  had  “cost  us  quite  a  sum.”    The  sales  
representative understood Indonesia Agent to mean it had paid bribes to obtain the initial samples.  
The  same  sales  representative  directed  Indonesia  Agent  not  to  include  detail  in  its  invoices  
concerning certain “tips” paid to staff of the Indonesia State-Owned Customer.   
 
24. In December 2012, Indonesia Official intervened in a tender to Albemarle’s benefit.  
Following initial catalyst testing results, Indonesia Official changed the tender procedure to permit 
purchase of an initial supply based on a “paper” qualification process that did not require testing.  
This  allowed  Albemarle  to  supply  catalysts  despite  its  technical  disqualification.   Likewise, 
Indonesia Official arranged for an April 2013 tender to use a paper-only qualification process.   
  
25. During  a  February  2013 meeting  in  Singapore  with  three  sales  personnel  of 
Albemarle Subsidiaries in the Asia Pacific region, Indonesia Agent requested a commission increase 
expressly to fund bribes to Indonesia State-Owned Customer officials, purportedly to compete with 
one  of  Albemarle’s  competitors.    Although  Albemarle  sales  personnel  declined  to  increase  the 
commission  and  reportedly  told  Indonesia  Agent  that  Albemarle  did  not  conduct  business  via  
bribery, they did not report concerns to their supervisors, Legal, or Compliance personnel or take 
any  steps  to  terminate  the  agency relationship.    Instead,  Albemarle  made contractual  commission  
payments and certain extra-contractual expense reimbursements to  Indonesia Agent throughout 2013 
in connection with a contract Indonesia State-Owned Customer awarded to Albemarle in April 2013.  
A portion of these funds was used to pay bribes.  After Indonesia Official retired in 2015, Albemarle 
terminated Indonesia Agent.   
 
26. Albemarle’s system  of  internal  accounting controls was  insufficient  to  prevent  or 
detect the improper payments made to and through Indonesia  Agent, which Albemarle Singapore 
falsely recorded as legitimate  commissions  and  business  expenses in books and records that were 
consolidated into Albemarle’s financial statements.   
 

 
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Albemarle had insufficient internal accounting controls surrounding  
the payment of high-risk agents in China and the UAE 
 
27. As a result of weaknesses in Albemarle’s internal accounting controls surrounding 
intermediaries,  Albemarle  hired,  paid,  and  increased  commission  rates  for  agents  in  additional  
countries, including China and the UAE, despite elevated risks of bribery and without  reasonable 
assurance that its payments compensated legitimate services.   
 
28. From 2013 through 2017, Albemarle obtained catalyst sales from a refinery (“China 
State-Owned Customer”) through a sales agent (“China Agent”) retained through Albemarle China 
based on  the  recommendation  of  an  official  from  China  State-Owned Customer.    Emails  among  
Albemarle Subsidiary personnel described a senior official (“China Official”) at China State-Owned 
Customer as  the  “uncle”  of  China  Agent’s  principal  (“China  Agent’s  Principal”),  a  situation  they 
recognized was “thorny.”  Neither China Agent nor Albemarle Subsidiary personnel identified China 
Agent’s Principal, or reported the possible familial connection to China Official, in the due diligence 
questionnaire  or  other  documents  submitted  to  Albemarle  compliance  personnel  conducting  due  
diligence on China Agent.  However, Albemarle compliance department due diligence revealed that 
China  Agent  had  no  website  and  was  authorized  to  do  business  only  a  few  weeks  before  China  
Agent’s Principal first met with Albemarle personnel.   
 
29. Despite  these  red  flags,  Albemarle  retained  China  Agent.    When  an  Albemarle  
business  director  questioned  China  Agent’s  compensation  as  “high,”  an  Albemarle  Netherlands  
business  director  replied  that  he  anticipated  large  returns  on  the  contract.    In  February  2014  
Albemarle  agreed  to  increase  China  Agent’s  commission  if  it  obtained  higher  prices  from  China  
State-Owned Customer.  In August 2016 Albemarle China further increased the commission rate.  
Albemarle Subsidiary management  knew  that, due  to  a  “powerful  agent”  who  had  a  “good  
connection” to China State-Owned Customer’s    management, Albemarle was able to obtain business 
on a sole source basis and at an “incredibly high price.”  Albemarle’s system of internal accounting 
controls provided inadequate assurances that payments and discounts to China Agent were used for 
legitimate purposes.  Moreover, Albemarle China’s books and records, which were consolidated into 
Albemarle’s financial statements, lacked support for payments to China Agent that were recorded as 
legitimate commissions or for discounts recorded as appropriate adjustments to sales.   
 
30. In  the  UAE,  Albemarle,  contracting  through  Albemarle  Netherlands,  used  a  sales  
agent (“UAE Agent”) between 2011 and 2016 to obtain catalyst orders from a state-owned refinery 
(“UAE State-Owned Customer”).  In violation of Albemarle policy, due diligence was conducted on 
UAE  Agent  only  after  entering  sales  agency  agreements  with  the  agent,  including  an  addendum  
increasing its commission.  UAE Agent had close and well publicized ties to the UAE government 
and royal family, contrary to UAE Agent’s representations in its due diligence questionnaire.   
 
31. In  May  2011,  a  consultant  (“UAE  Consultant”)  approached  an  Albemarle  Middle  
East  regional  sales  representative  offering  to  assist  in  obtaining  business  from  UAE  State-Owned 
Customer.  UAE Consultant claimed to have good contacts with the engineering, procurement, and 
construction (“EPC”) firm  to  which  UAE  State-Owned Customer  had  outsourced  portions  of  the  
catalysts tender.  UAE Agent formally retained UAE Consultant in June 2012, purportedly to assist 
it  with  logistics  and  administrative  functions  in  connection  with  Albemarle’s  bid  for  additional  

 
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business with UAE State-Owned Customer.  Although certain Albemarle Subsidiary personnel in 
the Middle East and the Netherlands knew of UAE Consultant’s involvement, they did not inform 
Albemarle Legal or Compliance personnel of the relationship, and no due diligence was conducted 
on  UAE  Consultant.    The  agreement  with  UAE  Agent  was  amended  in  2013  to  increase  its 
commission by one percent -- the same amount UAE Agent agreed to pay UAE Consultant.  UAE 
Consultant  provided  no  discernable  services  other  than  conveying  confidential  tender  evaluations  
and competitors’ bids obtained from the refinery and the EPC firm.  
 
32. In addition to commissions that Albemarle paid to UAE Agent (and, through it, UAE 
Consultant), Albemarle paid UAE Agent undefined “administrative charges” equal to ten percent of 
its invoices for customs clearance and other non-sales services.  These undocumented charges fell 
outside  the  scope  of  Albemarle’s  agreement  with  UAE  Agent.    Albemarle’s  system  of  internal 
accounting  controls  provided  inadequate  assurances  that  payments  to  UAE  Agent  were  used  for  
legitimate  services.    Moreover,  Albemarle Netherlands  and  Albemarle  Middle  East,  whose  books  
and records were consolidated into Albemarle’s financial statements, lacked support for payments 
to UAE Agent that were recorded as legitimate commissions and business expenses.   
 
LEGAL STANDARDS AND VIOLATIONS 
 
33. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any provision 
of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, or 
would be a cause of the violation, due to an act or omission the person knew or should have known 
would contribute to such violation. 
 
Albemarle Violated Exchange Act Section 30A 
 
34. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, make it 
unlawful  for  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 the provision of or offer to provide anything of value, 
directly  or  indirectly,  to  foreign  officials  for  the  purpose  of  influencing  their  official  decision-
making, in order to assist in obtaining or retaining business.  15 U.S.C. § 78dd-1(a).    
 
35. Additionally, under Section 30A(g) of the Exchange Act it is unlawful for any issuer 
organized under the laws of the United States, or a State, territory, possession, or commonwealth of 
the United States or for any United States person that is an officer, director, employee, or agent of 
such issuer, to corruptly do any act outside the United States in furtherance of the provision of or 
offer  to  provide  anything  of  value,  directly  or  indirectly,  to  foreign  officials  for  the  purpose  of  
influencing their official decision-making, to assist in obtaining or retaining business, irrespective of 
whether such issuer or such officer, director, employee, or agent makes use of the mails or any means 
or instrumentality of interstate commerce.  15 U.S.C. § 78dd-1(g). 
 

 
10 
 
36. As a result of improper offers and payments made through Albemarle’s sales agents 
to  foreign  officials  in  Vietnam,  India,  and  Indonesia  to  win  public  tenders  from  state-owned 
customers as described above, Albemarle violated Exchange Act Sections  30A(a) and (g). 
 
Albemarle Violated Exchange Act Section 13(b)(2)(A) 
 
37. The books and records provision of the FCPA, Section 13(b)(2)(A) of the Exchange 
Act, requires every issuer with a class of 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 to make and keep 
books,  records,  and  accounts,  which,  in  reasonable  detail,  accurately  and  fairly  reflect  the  
transactions and dispositions of the assets of the issuer.  15 U.S.C. § 78m(b)(2)(A).  As described 
above,  Albemarle’s  books  and  records inaccurately  characterized  payments  to  agents  in  Vietnam,  
India,  and  Indonesia  that  included  portions  intended  for  bribes  as  commissions  and  legitimate  
business  expenses,  and  it lacked  sufficient  detail  and  support  to  record  payments  to  agents  in  
Vietnam, India, Indonesia, China, and the UAE as legitimate commissions and business expenses.  
Therefore, Albemarle violated Exchange Act Section 13(b)(2)(A). 
 
Albemarle Violated Exchange Act Section 13(b)(2)(B) 
 
38. Section 13(b)(2)(B) of the Exchange Act requires companies with a class of securities 
registered under Section 12 of the Exchange Act or which are required to file reports under Section 
15(d) of the Exchange Act 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. 15 U.S.C. § 78m(b)(2)(B).   
 
39. As described above, Albemarle failed to implement a system of internal accounting 
controls  sufficient  to  provide  reasonable  assurances  that  access  to  assets  was  permitted,  and  
transactions were executed, only in accordance with management’s general or specific authorization.  
Specifically, Albemarle had insufficient internal accounting controls over vendor management and 
accounts payable to provide reasonable assurances that the Albemarle Subsidiaries were adhering to 
Albemarle’s  anti-corruption  policy  and  procedures  before paying  agents,  lacked  sufficient  entity-
level  controls  over  the  Albemarle  Subsidiaries,  and  failed  to  address  repeated  audit  findings  
regarding  identified  deficiencies  in  its  controls  surrounding  intermediaries.    By  this  conduct,  
Albemarle violated Exchange Act Section 13(b)(2)(B).   
 
ALBEMARLE’S DISCLOSURES, COOPERATION, AND REMEDIATION 
 
40. In  determining  to  accept  the  Offer,  the  Commission  considered  Albemarle’s  self-
disclosures, cooperation, and remedial efforts.   
 

 
11 
 
41. Albemarle  made  an  initial  self-disclosure to  the  Commission  of  potential  FCPA  
violations in Vietnam following its completion of an internal investigation of such conduct and, at 
the same time, self-reported potential violations it was investigating in India, Indonesia, and China.  
Albemarle later self-disclosed to the Commission potential violations in other jurisdictions as part 
of an expanded internal investigation.   
 
42. Albemarle’s   cooperation   included   providing   regular   updates   on   its   internal   
investigation;  giving  regular  and  detailed  factual  presentations  to  the  staff;  voluntarily  producing 
relevant documents (including translations, bank records, emails, and text messages);  making current 
and  certain  former  employees  available  to  the  Commission  staff,  including  those  who  needed  to  
travel to the United States; and summarizing the results of forensic accounting and auditing analysis. 
 
43. Albemarle began its  remediation  upon  identifying  issues  and continued  its  efforts 
thereafter.   Its  remediation  included:   (1)  terminating  culpable personnel  and  intermediaries;   (2) 
exercising  third-party audit  rights;  (3)  revamping  its  anti-corruption policies,  procedures,  and 
systems;  (4)  enhancing  internal accounting  controls  over the  retention,  payment, and  oversight  of  
third parties, including the use of transaction monitoring and data analytics; (5) hiring a dedicated 
and  experienced  compliance  officer  and  compliance  staff;  and (6) ceasing  use  of  all  sales  agents  
globally across its business units, including Refining Solutions, and significantly decreasing the use 
of  other  third  parties  involved  in  the  sale  or  resale  of  its  products;  and  (7)  enhancing  risk-based 
training regarding anti-corruption, internal accounting controls, and other compliance matters. 
 
DISGORGEMENT AND CIVIL PENALTIES 
 
 The  disgorgement  and  prejudgment  interest  ordered  in  section  IV  is  consistent  with  
equitable principles and does not exceed Respondent’s net profits from its violations, and allowing 
Respondent to  retain  such  funds  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 section IV shall be transferred 
to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange Act.   
 
 Albemarle acknowledges that the Commission is not imposing a civil penalty based upon 
the  imposition  of  a  $99,000,000 criminal  fine  as  part  of  Albemarle’s  resolution  with  the  U.S.  
Department of Justice. 
 
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 [15 U.S.C. §§ 78dd-1, 78m(b)(2)(A), and 78m(b)(2)(B)].  
 

 
12 
 
 B. Respondent  shall,  within 14 days  of  the  entry  of  this  Order,  pay  disgorgement  of 
$81,856,863 and prejudgment interest of $21,761,447 for a total of $103,618,310 to the Securities 
and Exchange Commission for transfer to the general fund of the United States Treasury, subject to 
Exchange  Act  Section  21F(g)(3).   If  timely  payment  is  not  made,  additional  interest  shall  accrue  
pursuant to SEC Rule of Practice 600.  
 
 C. Payment must be made in one of the following 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/ofm.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 
 
  

 
13 
 
Payments  by  check  or  money  order  must  be  accompanied  by  a  cover  letter  identifying  
Albemarle 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 Charles Cain, Unit Chief, FCPA Unit, 
Division  of  Enforcement,  Securities  and  Exchange  Commission,  100  F  St.,  NE,  Washington,  DC  
20549.   
 
 By the Commission. 
 
 
 
 Vanessa A. Countryman 
 Secretary 

UNITED STATES OF AMERICA 
Before the 

SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98622 / September 29, 2023 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4468 / September 29, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21763 
 
 
In the Matter of 
 

ALBEMARLE 
CORPORATION 

 
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 that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Albemarle Corporation (“Albemarle” or 
“Respondent”).   

 
II. 

 
 In anticipation of the institution of these proceedings, Albemarle 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 violations of the anti-bribery, books and records, and internal 

accounting controls provisions of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) by 
Albemarle, a global specialty chemicals company that develops and sells catalysts used in the 
operation of oil refineries.  From at least 2009 through 2017, Albemarle’s agents paid bribes to obtain 
sales of catalysts to public-sector oil refineries in Vietnam, India, and Indonesia and to private-sector 
oil refineries in India.  Despite significant red flags indicating a high probability of bribery, 
Albemarle retained and paid these intermediaries, who in turn made corrupt payments to government 
officials.  Albemarle also failed to implement sufficient internal accounting controls to provide 
reasonable assurances that payments made to agents in Vietnam, Indonesia, India, China, and the 
United Arab Emirates (“UAE”) were for legitimate services.  Albemarle’s books and records failed 
to accurately reflect, or contain reasonable detail supporting, such payments.  As a result of its 
misconduct, Albemarle obtained an improper benefit of approximately $81.86 million from sales to 
state-owned customers. 
 

RESPONDENT 
 

2. Albemarle Corporation (“Albemarle”) is a Virginia corporation with its principal 
place of business in Charlotte, NC.  The company is a global developer, manufacturer, and marketer 
of specialty chemicals.  Albemarle’s common stock is and, throughout the relevant period, was 
registered with the Commission under Section 12(b) of the Exchange Act and trades on the New 
York Stock Exchange under the ticker “ALB.” 
 

FACTS 
 

Background 
 

3. During the relevant period, Albemarle managed and reported its worldwide 
operations through three global business units (GBUs) corresponding to its primary product markets:  
catalysts (which contained the Refining Solutions business), lithium, and bromine.  The Refining 
Solutions business developed and sold catalysts to oil refineries through sales offices and 
intermediaries around the world.  The President of the Refining Solutions GBU reported directly to 
Albemarle’s Chief Executive Officer.  Albemarle centrally coordinated its compliance, legal, 
finance, contracting, and internal audit functions.   

 

 
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.   



 
3 
 

4. Albemarle sold refinery catalysts to state-owned refineries in Vietnam, India, 
Indonesia, China, and the UAE through four wholly owned and consolidated foreign subsidiaries: 
Albemarle Catalysts Company B.V. in the Netherlands (“Albemarle Netherlands”); Albemarle 
Singapore Pte. Ltd in Singapore (“Albemarle Singapore”); Albemarle Chemicals (Shanghai) Co. 
Ltd. in China (“Albemarle China”); and Albemarle Middle East FZE in the UAE (“Albemarle 
Middle East”) (each, an “Albemarle Subsidiary,” and together, the “Albemarle Subsidiaries”).  
Albemarle also used sales agents to sell refinery catalysts in Vietnam, India, Indonesia, China, and 
the UAE.  The sales agents in Indonesia and China were also retained as distributors.   

 
5. Albemarle exercised control over the sales activities of the Albemarle Subsidiaries, 

which acted as agents for Albemarle when retaining agents to sell catalysts globally.  Albemarle 
officers served on the Albemarle Subsidiaries’ boards of directors and held signatory authority over 
bank accounts, at local branches of both U.S. and non-U.S. banks, used to pay sales intermediaries 
in the relevant countries.  Albemarle sold refinery catalysts globally through agents and distributors 
approved by Albemarle sales, business, legal, compliance, and finance personnel and management.  
Personnel at the center of the misconduct reported directly or indirectly to issuer-employed managers 
in Albemarle’s sales and Refining Solutions organizations, who at times met with and communicated 
directly with customers.  These managers also participated in regular sales strategy calls and 
meetings with Albemarle Subsidiary personnel and participated in evaluating and approving agent 
commissions and expenses.     
 

Albemarle failed to timely address identified deficiencies in its  
internal accounting controls surrounding sales agents and distributors 

 
6. Despite the known risks posed by Albemarle’s reliance on third-party sales agents 

and distributors in the sale of catalyst products to state-owned and -controlled oil refineries, 
Albemarle failed for many years to institute sufficient compliance systems and devise and maintain 
a sufficient system of internal accounting controls concerning the retention, payment, and oversight 
of these intermediaries. 
 

7. A series of internal audit reports in 2013, 2015, and 2016 identified multiple gaps in 
Albemarle’s internal accounting controls with respect to the Refining Solutions business’s use of 
intermediaries.  For example, sales agents and distributors were paid: despite incomplete due 
diligence; despite a lack of an executed contract; despite having a contract that lacked required anti-
corruption provisions; and at rates higher than those provided for by contract – all in contravention 
of Albemarle’s policies and procedures.   
 

8. The audit team for the 2013 internal audit recommended that Albemarle establish a 
comprehensive program to manage and monitor the entire life cycle for intermediaries.  While 
Albemarle hired compliance personnel, reduced the number of sales agents and distributors without 
contracts, and implemented software to assist in third-party onboarding and contracting, it failed to 
devise and maintain a sufficient system of internal accounting controls with respect to commission 
rates and deviations from contracted rates.  As a result, sales personnel were able to increase agents’ 
commission rates in multiple countries – including Vietnam, India, China, and UAE – despite certain 
Albemarle personnel having knowledge of red flags indicating the agents would use a portion of the 



 
4 
 

commission to make bribe payments to obtain contracts, influence tender specifications, or obtain 
nonpublic information concerning competitors’ bids.   

 
9. Other examples of internal accounting controls deficiencies during the relevant 

period include the payment of sales agents in Vietnam, India, Indonesia, China, and the UAE despite 
a lack of contractually required reports from the agents describing the services provided.  In some 
instances, Albemarle Subsidiaries also entered backdated agreements with the sales agents and 
reimbursed vague, unsupported, and extra-contractual expenses.  Certain personnel also instructed 
sales agents to omit detail from their invoices or to re-submit the invoices to a different Albemarle 
Subsidiary to avoid a lengthy approval process.  

 
Vietnam: 

Albemarle’s agent paid bribes to obtain contracts from Vietnamese refineries 
 

10. Between 2012 and 2017, Albemarle made sales to two Vietnamese oil refineries 
through its sales agent for Vietnam (“Vietnam Agent”), which was retained through Albemarle 
Singapore.  In 2012 Vietnam Agent approached Albemarle Subsidiary personnel in Asia Pacific 
about becoming a sales agent for Vietnam.  Although Vietnam Agent had registered to do business 
in Vietnam only three months earlier and had no catalysts experience, Vietnam Agent touted its 
ability to secure business for Albemarle based on its friendship with key decision makers at a 
Vietnamese state-owned refinery (“Vietnam Refinery 1”) and past equipment sales he had made to 
the refinery.  Vietnam Agent was hired in 2012 at a 4.25 percent commission rate that Albemarle’s 
sales representative viewed as high for the region, and Albemarle approved an increase to Vietnam 
Agent’s commission to 6.5 percent in 2015 despite emails reflecting a high probability additional 
funds would be used to bribe Vietnamese government officials.  
 

11. Once retained in 2012, Vietnam Agent provided Albemarle with valuable nonpublic 
information concerning the Company’s competitors and state-owned customers and secured orders 
for Albemarle.  With respect to tenders issued by Vietnam Refinery 1 and a second refinery that was 
a joint venture of state-owned and private companies (“Vietnam Refinery 2), Vietnam Agent secured 
non-public and competitively sensitive information from government officials, as well as advance 
notice of tender requirements, fresh catalyst samples from competitors, information on competitors’ 
tender submissions, and advice in navigating tender processes.  With Albemarle’s input, Vietnam 
Agent also secured changes to bid and evaluation criteria that advantaged Albemarle.   
 

12. Beginning in 2013, Vietnam Agent made frequent requests to increase its 
commission.  Emails from sales personnel in Asia and Europe reflected that Vietnam Agent had 
asserted that the commission increase was meant to “settle down,” “take care [of],” and “contribute” 
to state-owned refinery officials.  Increasing the commission, the sales personnel understood, would 
be necessary to “secure orders,” “win the job,” and avoid “los[ing] the market.”  In communications 
with these Albemarle Subsidiary personnel, Vietnam Agent’s principal referred to using the 
commission increase to appease government officials.  His messages regarding the increase included 
numerous coded references to his “Friend” (a key decision-maker at Vietnam Refinery 1) and the 
“Friend’s” views on the desired level of Vietnam Agent’s commission.  Without the full details of 
the nature of communications with Vietnam Agent, Refinery Solutions managers at Albemarle 
Netherlands and Albemarle Europe sprl (“Albemarle Europe”) approved an increase to Vietnam 



 
5 
 

Agent’s commission, to 6.5 percent, in March 2015.  In June 2016, Albemarle agreed to apply the 
same 6.5 percent commission rate on sales to the then recently constructed Vietnam Refinery 2.  As 
a result of an internal investigation Albemarle began conducting in 2016, Albemarle terminated 
Vietnam Agent in 2017.  Albemarle obtained improper benefits from sales to Vietnam Refinery 1 
between 2013 and 2017 and to Vietnam Refinery 2 between 2016 and 2019 pursuant to contracts 
obtained through Vietnam Agent between 2013 and 2017.  

 
13. Albemarle’s system of internal accounting controls was insufficient to prevent or 

detect these improper payments, which Albemarle Singapore falsely recorded as legitimate 
commissions in books and records that were consolidated into Albemarle’s financial statements.  
 

India:   
Albemarle’s agent in India paid bribes to executives of state-owned and private customers 

 
14. In India, an Albemarle consultant and sales agent (“India Agent”) paid bribes to 

decision-makers at a state-owned oil company (“India State-Owned Customer”) between 2009 and 
2011 and at a private sector customer (“India Private Customer”) between 2009 and 2017 to obtain 
and retain catalyst orders and secure sensitive, nonpublic information for Albemarle.   

 
15. The impetus for retaining India Agent came in May 2009, after India State-Owned 

Customer reportedly threatened to place Albemarle on a “holiday list” as a sanction for purportedly 
failing to meet a performance guarantee, which would have barred Albemarle from future business 
with India State-Owned Customer.  India Agent contacted Albemarle Middle East personnel to 
advise that it was aware of the “holiday list” issue and that it could help Albemarle avoid the “holiday 
list.”  Albemarle, contracting through Albemarle Netherlands, then engaged India Agent as a 
consultant and later sales agent, despite the high probability that India Agent would use a portion of 
its compensation to bribe a senior decision-maker (“Senior India Official”) at India State-Owned 
Customer.   
 

16. Several red flags emerged during Albemarle’s due diligence process.  India Agent 
claimed that its board of directors included two former senior India State-Owned Customer officials, 
and Albemarle already had a sales agent in India.  An Albemarle Subsidiary regional director alerted 
an Albemarle sales executive (“Sales Executive”), who was employed directly by Albemarle and 
based in the United States, of his understanding, based on a July 2009 call with India Agent, that the 
agent would make corrupt payments to keep Albemarle off the holiday list and obtain business from 
Indian Oil Company and other customers.  The regional director warned Sales Executive by email 
that it was “clear to [him]” that India Agent intended to use a portion of its commission to “handle” 
the Senior India Official, as well as officials “many levels below.”  The regional director expressed 
his concern that engaging India Agent would cause Albemarle to violate the FCPA.  On August 13, 
2009, despite the regional director’s warning, Sales Executive signed a backdated consulting 
agreement between Albemarle Netherlands and India Agent.  The agreement called for payment of 
a three percent commission to India Agent, a rate three times higher than that paid to Albemarle’s 
existing agent for India.  Shortly after Albemarle retained India Agent, the threat to place Albemarle 
on the “holiday list” was withdrawn.    
 



 
6 
 

17. Between 2009 and 2017, Albemarle also paid India Agent what personnel understood 
was an excessive commission to obtain catalyst orders from India Private Customer.  As Albemarle’s 
sales to India Private Customer grew, India Agent demanded increases to its commission rate.  In 
support of one such request, India Agent provided nonpublic details about a competitor’s bid and a 
confidential report by India Private Customer’s technical team on the results of a performance 
evaluation.  India Agent noted that Albemarle was obtaining sales “very easily due to our 
relationships, without any competition.”  Alluding to its relationship with India Private Customer’s 
management, India Agent contended that the increase had been “discussed with all the friends and . 
. . agreed upon.”  In response, Albemarle increased India Agent’s commission in 2010 (via a 
backdated agreement) and again in 2012.  A July 2014 email from an Albemarle Europe sales 
executive to India Agent described the commissions as “extremely high” and “far from any possible 
realistic justification.” 
 

18. India Agent obtained business from India Private Customer by paying a senior 
executive (“Private Customer Executive”) and his family more than $190,000 between August 2009 
and March 2018, including monthly payments directly to Private Customer Executive’s wife and 
son.  In 2011, at the request of Sales Executive, Albemarle sales personnel in Brazil arranged a hotel 
and tour of Rio de Janeiro for Private Customer Executive’s son, who was working in Brazil at the 
time, and transferred the charge to India Agent’s credit card.  In March 2014, India Private Customer 
suspended shipments under Albemarle’s supply contract while conducting a trial of a competitor’s 
products.  India Agent paid Private Customer Executive $81,000 by check to restore Albemarle’s 
catalyst order.  India Private Customer resumed Albemarle’s deliveries in July 2014 and placed 
additional catalyst orders through December 2017.   
 

19. Although India Agent’s agreement required it to cover all expenses associated with 
contract performance, it submitted more than $100,000 in vague and unsupported “Business 
Development Expenses” and “HPC division Expenses” to Albemarle Netherlands.  An Albemarle 
Subsidiary regional sales manager directed India Agent to resubmit its invoices through Albemarle 
Middle East, which would pay the invoices “without any lengthy authorization.”  
 

20. Albemarle’s system of internal accounting controls was insufficient to prevent or 
detect the improper and extra-contractual payments made to and through India Agent, which 
Albemarle Netherlands and Albemarle Europe falsely recorded as “commissions” and 
reimbursements of legitimate expenses in books and records that were consolidated into Albemarle’s 
financial statements.   
 

Indonesia:  
Albemarle’s agent bribed officials of Indonesia’s state-owned oil and gas company 

 
21. Between 2012 and 2014 Albemarle, acting through Albemarle Singapore, used a 

sales agent in Indonesia (“Indonesia Agent”) to sell catalysts to Indonesia’s state-owned oil and gas 
company (“Indonesia State-Owned Customer”).  Indonesia Agent bribed officials of Indonesia State-
Owned Customer to obtain contracts and non-public information concerning tenders and 
competitors’ products.   
 



 
7 
 

22. In April 2012, an official of Indonesia State-Owned Customer urged Albemarle 
Subsidiary personnel to replace Albemarle’s existing agent with Indonesia Agent.  The official 
reported that a key decision-maker at the customer (“Indonesia Official”) was “very close friend[s]” 
with Indonesia Agent’s president and that Indonesia Official’s son served on Indonesia Agent’s 
board of directors.  Albemarle Subsidiary managers in Asia and Europe understood that, if they 
refused to use Indonesia Agent, Albemarle would “lose the business opportunity” to sell catalysts to 
Indonesia State-Owned Customer.  Despite these red flags of the corrupt relationship between 
Indonesia Agent and Indonesia Official, Albemarle retained Indonesia Agent effective August 2012.   
 

23. Over the next two years, Indonesia Agent provided Albemarle Subsidiary personnel 
with sensitive, nonpublic information and arranged for Indonesia Official to intervene in tenders on 
Albemarle’s behalf.  In August and November 2012, an Albemarle Subsidiary sales representative 
for the Asia Pacific region asked Indonesia Agent to obtain samples of competitor catalysts from 
Indonesia State-Owned Customer in connection with an upcoming tender.  In response to the second 
request, Indonesia Agent cautioned that the first one had “cost us quite a sum.”  The sales 
representative understood Indonesia Agent to mean it had paid bribes to obtain the initial samples.  
The same sales representative directed Indonesia Agent not to include detail in its invoices 
concerning certain “tips” paid to staff of the Indonesia State-Owned Customer.   
 

24. In December 2012, Indonesia Official intervened in a tender to Albemarle’s benefit.  
Following initial catalyst testing results, Indonesia Official changed the tender procedure to permit 
purchase of an initial supply based on a “paper” qualification process that did not require testing.  
This allowed Albemarle to supply catalysts despite its technical disqualification.  Likewise, 
Indonesia Official arranged for an April 2013 tender to use a paper-only qualification process.   
  

25. During a February 2013 meeting in Singapore with three sales personnel of 
Albemarle Subsidiaries in the Asia Pacific region, Indonesia Agent requested a commission increase 
expressly to fund bribes to Indonesia State-Owned Customer officials, purportedly to compete with 
one of Albemarle’s competitors.  Although Albemarle sales personnel declined to increase the 
commission and reportedly told Indonesia Agent that Albemarle did not conduct business via 
bribery, they did not report concerns to their supervisors, Legal, or Compliance personnel or take 
any steps to terminate the agency relationship.  Instead, Albemarle made contractual commission 
payments and certain extra-contractual expense reimbursements to Indonesia Agent throughout 2013 
in connection with a contract Indonesia State-Owned Customer awarded to Albemarle in April 2013.  
A portion of these funds was used to pay bribes.  After Indonesia Official retired in 2015, Albemarle 
terminated Indonesia Agent.   
 

26. Albemarle’s system of internal accounting controls was insufficient to prevent or 
detect the improper payments made to and through Indonesia Agent, which Albemarle Singapore 
falsely recorded as legitimate commissions and business expenses in books and records that were 
consolidated into Albemarle’s financial statements.   

 



 
8 
 

Albemarle had insufficient internal accounting controls surrounding  
the payment of high-risk agents in China and the UAE 

 
27. As a result of weaknesses in Albemarle’s internal accounting controls surrounding 

intermediaries, Albemarle hired, paid, and increased commission rates for agents in additional 
countries, including China and the UAE, despite elevated risks of bribery and without reasonable 
assurance that its payments compensated legitimate services.   

 
28. From 2013 through 2017, Albemarle obtained catalyst sales from a refinery (“China 

State-Owned Customer”) through a sales agent (“China Agent”) retained through Albemarle China 
based on the recommendation of an official from China State-Owned Customer.  Emails among 
Albemarle Subsidiary personnel described a senior official (“China Official”) at China State-Owned 
Customer as the “uncle” of China Agent’s principal (“China Agent’s Principal”), a situation they 
recognized was “thorny.”  Neither China Agent nor Albemarle Subsidiary personnel identified China 
Agent’s Principal, or reported the possible familial connection to China Official, in the due diligence 
questionnaire or other documents submitted to Albemarle compliance personnel conducting due 
diligence on China Agent.  However, Albemarle compliance department due diligence revealed that 
China Agent had no website and was authorized to do business only a few weeks before China 
Agent’s Principal first met with Albemarle personnel.   

 
29. Despite these red flags, Albemarle retained China Agent.  When an Albemarle 

business director questioned China Agent’s compensation as “high,” an Albemarle Netherlands 
business director replied that he anticipated large returns on the contract.  In February 2014 
Albemarle agreed to increase China Agent’s commission if it obtained higher prices from China 
State-Owned Customer.  In August 2016 Albemarle China further increased the commission rate.  
Albemarle Subsidiary management knew that, due to a “powerful agent” who had a “good 
connection” to China State-Owned Customer’s management, Albemarle was able to obtain business 
on a sole source basis and at an “incredibly high price.”  Albemarle’s system of internal accounting 
controls provided inadequate assurances that payments and discounts to China Agent were used for 
legitimate purposes.  Moreover, Albemarle China’s books and records, which were consolidated into 
Albemarle’s financial statements, lacked support for payments to China Agent that were recorded as 
legitimate commissions or for discounts recorded as appropriate adjustments to sales.   

 
30. In the UAE, Albemarle, contracting through Albemarle Netherlands, used a sales 

agent (“UAE Agent”) between 2011 and 2016 to obtain catalyst orders from a state-owned refinery 
(“UAE State-Owned Customer”).  In violation of Albemarle policy, due diligence was conducted on 
UAE Agent only after entering sales agency agreements with the agent, including an addendum 
increasing its commission.  UAE Agent had close and well publicized ties to the UAE government 
and royal family, contrary to UAE Agent’s representations in its due diligence questionnaire.   

 
31. In May 2011, a consultant (“UAE Consultant”) approached an Albemarle Middle 

East regional sales representative offering to assist in obtaining business from UAE State-Owned 
Customer.  UAE Consultant claimed to have good contacts with the engineering, procurement, and 
construction (“EPC”) firm to which UAE State-Owned Customer had outsourced portions of the 
catalysts tender.  UAE Agent formally retained UAE Consultant in June 2012, purportedly to assist 
it with logistics and administrative functions in connection with Albemarle’s bid for additional 



 
9 
 

business with UAE State-Owned Customer.  Although certain Albemarle Subsidiary personnel in 
the Middle East and the Netherlands knew of UAE Consultant’s involvement, they did not inform 
Albemarle Legal or Compliance personnel of the relationship, and no due diligence was conducted 
on UAE Consultant.  The agreement with UAE Agent was amended in 2013 to increase its 
commission by one percent -- the same amount UAE Agent agreed to pay UAE Consultant.  UAE 
Consultant provided no discernable services other than conveying confidential tender evaluations 
and competitors’ bids obtained from the refinery and the EPC firm.  

 
32. In addition to commissions that Albemarle paid to UAE Agent (and, through it, UAE 

Consultant), Albemarle paid UAE Agent undefined “administrative charges” equal to ten percent of 
its invoices for customs clearance and other non-sales services.  These undocumented charges fell 
outside the scope of Albemarle’s agreement with UAE Agent.  Albemarle’s system of internal 
accounting controls provided inadequate assurances that payments to UAE Agent were used for 
legitimate services.  Moreover, Albemarle Netherlands and Albemarle Middle East, whose books 
and records were consolidated into Albemarle’s financial statements, lacked support for payments 
to UAE Agent that were recorded as legitimate commissions and business expenses.   
 

LEGAL STANDARDS AND VIOLATIONS 
 

33. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any provision 
of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, or 
would be a cause of the violation, due to an act or omission the person knew or should have known 
would contribute to such violation. 
 

Albemarle Violated Exchange Act Section 30A 
 
34. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, make it 

unlawful for 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 the provision of or offer to provide anything of value, 
directly or indirectly, to foreign officials for the purpose of influencing their official decision-
making, in order to assist in obtaining or retaining business.  15 U.S.C. § 78dd-1(a).   

 
35. Additionally, under Section 30A(g) of the Exchange Act it is unlawful for any issuer 

organized under the laws of the United States, or a State, territory, possession, or commonwealth of 
the United States or for any United States person that is an officer, director, employee, or agent of 
such issuer, to corruptly do any act outside the United States in furtherance of the provision of or 
offer to provide anything of value, directly or indirectly, to foreign officials for the purpose of 
influencing their official decision-making, to assist in obtaining or retaining business, irrespective of 
whether such issuer or such officer, director, employee, or agent makes use of the mails or any means 
or instrumentality of interstate commerce.  15 U.S.C. § 78dd-1(g). 
 



 
10 
 

36. As a result of improper offers and payments made through Albemarle’s sales agents 
to foreign officials in Vietnam, India, and Indonesia to win public tenders from state-owned 
customers as described above, Albemarle violated Exchange Act Sections 30A(a) and (g). 
 

Albemarle Violated Exchange Act Section 13(b)(2)(A) 
 
37. The books and records provision of the FCPA, Section 13(b)(2)(A) of the Exchange 

Act, requires every issuer with a class of 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 to make and keep 
books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the 
transactions and dispositions of the assets of the issuer.  15 U.S.C. § 78m(b)(2)(A).  As described 
above, Albemarle’s books and records inaccurately characterized payments to agents in Vietnam, 
India, and Indonesia that included portions intended for bribes as commissions and legitimate 
business expenses, and it lacked sufficient detail and support to record payments to agents in 
Vietnam, India, Indonesia, China, and the UAE as legitimate commissions and business expenses.  
Therefore, Albemarle violated Exchange Act Section 13(b)(2)(A). 
 

Albemarle Violated Exchange Act Section 13(b)(2)(B) 
 
38. Section 13(b)(2)(B) of the Exchange Act requires companies with a class of securities 

registered under Section 12 of the Exchange Act or which are required to file reports under Section 
15(d) of the Exchange Act 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. 15 U.S.C. § 78m(b)(2)(B).   

 
39. As described above, Albemarle failed to implement a system of internal accounting 

controls sufficient to provide reasonable assurances that access to assets was permitted, and 
transactions were executed, only in accordance with management’s general or specific authorization.  
Specifically, Albemarle had insufficient internal accounting controls over vendor management and 
accounts payable to provide reasonable assurances that the Albemarle Subsidiaries were adhering to 
Albemarle’s anti-corruption policy and procedures before paying agents, lacked sufficient entity-
level controls over the Albemarle Subsidiaries, and failed to address repeated audit findings 
regarding identified deficiencies in its controls surrounding intermediaries.  By this conduct, 
Albemarle violated Exchange Act Section 13(b)(2)(B).   
 

ALBEMARLE’S DISCLOSURES, COOPERATION, AND REMEDIATION 
 

40. In determining to accept the Offer, the Commission considered Albemarle’s self-
disclosures, cooperation, and remedial efforts.   

 



 
11 
 

41. Albemarle made an initial self-disclosure to the Commission of potential FCPA 
violations in Vietnam following its completion of an internal investigation of such conduct and, at 
the same time, self-reported potential violations it was investigating in India, Indonesia, and China.  
Albemarle later self-disclosed to the Commission potential violations in other jurisdictions as part 
of an expanded internal investigation.   

 
42. Albemarle’s cooperation included providing regular updates on its internal 

investigation; giving regular and detailed factual presentations to the staff; voluntarily producing 
relevant documents (including translations, bank records, emails, and text messages); making current 
and certain former employees available to the Commission staff, including those who needed to 
travel to the United States; and summarizing the results of forensic accounting and auditing analysis. 

 
43. Albemarle began its remediation upon identifying issues and continued its efforts 

thereafter.  Its remediation included: (1) terminating culpable personnel and intermediaries; (2) 
exercising third-party audit rights; (3) revamping its anti-corruption policies, procedures, and 
systems; (4) enhancing internal accounting controls over the retention, payment, and oversight of 
third parties, including the use of transaction monitoring and data analytics; (5) hiring a dedicated 
and experienced compliance officer and compliance staff; and (6) ceasing use of all sales agents 
globally across its business units, including Refining Solutions, and significantly decreasing the use 
of other third parties involved in the sale or resale of its products; and (7) enhancing risk-based 
training regarding anti-corruption, internal accounting controls, and other compliance matters. 
 

DISGORGEMENT AND CIVIL PENALTIES 
 
 The disgorgement and prejudgment interest ordered in section IV is consistent with 
equitable principles and does not exceed Respondent’s net profits from its violations, and allowing 
Respondent to retain such funds 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 section IV shall be transferred 
to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange Act.   
 
 Albemarle acknowledges that the Commission is not imposing a civil penalty based upon 
the imposition of a $99,000,000 criminal fine as part of Albemarle’s resolution with the U.S. 
Department of Justice. 

 
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 [15 U.S.C. §§ 78dd-1, 78m(b)(2)(A), and 78m(b)(2)(B)].  
 



 
12 
 

 B. Respondent shall, within 14 days of the entry of this Order, pay disgorgement of 
$81,856,863 and prejudgment interest of $21,761,447 for a total of $103,618,310 to the Securities 
and Exchange Commission for transfer to the general fund of the United States Treasury, subject to 
Exchange Act Section 21F(g)(3).  If timely payment is not made, additional interest shall accrue 
pursuant to SEC Rule of Practice 600.  
 
 C. Payment must be made in one of the following 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/ofm.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 

 
  



 
13 
 

Payments by check or money order must be accompanied by a cover letter identifying 
Albemarle 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 Charles Cain, Unit Chief, FCPA Unit, 
Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 
20549.   
 
 By the Commission. 
 
 
 

 Vanessa A. Countryman 
 Secretary 


	UNITED STATES OF AMERICA
	In the Matter of
	ALBEMARLE CORPORATION
	Respondent.
	IV.