In re WPP PLC

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UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 93117 / September 24, 2021 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4257 / September 24, 2021 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-20595 
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 WPP plc (“WPP” or 
“Respondent”). 
II. 
In anticipation of the institution of these proceedings, WPP 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, and without admitting or denying the 
findings herein (except as to the Commission’s jurisdiction over it and the subject matter of 
these proceedings), which are admitted, WPP 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.
 
In the Matter of 
 
WPP PLC 
 
Respondent. 

 
 
III. 
On the basis of this Order and WPP’s Offer, the Commission finds
1
 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 (“FCPA”) by 
WPP, the world’s largest advertising group.  The bribery scheme took place at a WPP 
majority-owned subsidiary in India, which, through intermediaries, paid as much as a 
million dollars in bribes to Indian officials to obtain and retain government business, 
resulting in over $5 million in net profit from 2015 – 2017.  Additionally, WPP benefited 
from other illicit schemes at its subsidiaries such as: (1) a subsidiary in China making 
unjustified payments to a vendor in connection with a Chinese tax audit, resulting in 
significant tax savings to WPP’s subsidiary; (2) a subsidiary in Brazil making improper 
payments to purported vendors in connection with government contracts in 2016-2018; and 
(3) in 2013, a Peruvian subsidiary funneling funds through other WPP entities to disguise 
the source of funding for a political campaign in Peru .   
2. WPP failed to devise and maintain a sufficient system of internal accounting 
controls necessary to detect and prevent the bribe payments at this Indian subsidiary or 
properly account for the true nature of payments and income at all four subsidiaries.  
Specifically, WPP failed to implement and maintain sufficient internal accounting controls 
over vendor management, and accounts payable at these subsidiaries, failed to provide 
reasonable assurances that these subsidiaries were adhering to WPP’s anti-corruption 
policy, and lacked sufficient entity level controls over these subsidiaries.  As a result, it also 
failed to make and keep accurate books and records.  Finally, despite WPP’s size and 
geographical reach, it failed to timely and properly manage the company’s response to red 
flags indicating corruption risks or remediate identified control deficiencies. 
RESPONDENT  
3. WPP plc is a Jersey multinational marketing communications group with dual-
headquarters in London and New York City.  WPP’s American depositary shares are registered 
with the Commission pursuant to Section 12(b) of the Exchange Act and trade on the New York 
Stock Exchange under the Ticker “WPP.”  WPP operates through agencies operating in various 
international locations, referred to as “Networks.”   
FACTS 
Background 
4. Until 2018, WPP implemented an aggressive acquisition strategy in order to grow 
its business.  As part of its acquisition strategy, WPP acquired a controlling interest in small, 
                                                             
1
 Pursuant to Respondent’s Offer of Settlement, the SEC makes these findings in this proceeding.  The findings are not 
binding on any other person or entity or in any other proceeding. 

 
 
localized agencies in high-risk markets, such as India, China, and South America that were 
previously majority-owned by the local agency’s founder.  WPP often structured these 
acquisitions to include an earn-out provision.  Under these earn-out provisions, the parties 
agreed to defer a portion of the purchasing price until the agency’s founder met future financial 
goals.  In some cases, WPP agreed that the agency’s founder would continue as the Chief 
Executive Officer of the WPP controlled entity (hereinafter Founder-in-Control or “FIC” 
entities).  WPP placed the FIC entities within a WPP Network and consolidated the FIC 
entities’ financial statements into WPP’s financial statements. 
5. WPP centrally coordinated the group’s financial matters, reporting, control, 
treasury, tax, mergers, acquisitions, investor relations, legal affairs and internal audit from its 
headquarters.  In larger markets, such as India and China, WPP appointed a regional Financial 
Director to work more closely with the Networks, which were primarily responsible for 
servicing WPP’s clients and overseeing the FIC entities.  While WPP mandated that all 
companies follow WPP global policies and internal accounting control requirements, in reality, 
the founders and/or CEOs of the FIC entities exercised wide autonomy and outsized influence.   
6. Following this growth strategy, WPP operated in 112 countries and employed 
approximately 100,000 people over 3,000 locations during the relevant period.  WPP sourced 
86% of its revenue from 10 companies and 88% of its revenue was from operations in 20 
countries.   
7. Despite the known corruption and fraud risks inherent in WPP’s FIC 
acquisitions, WPP lacked sufficient internal accounting controls with respect to its expansive 
international network.  Additionally, WPP had no compliance department during the relevant 
period, and it lacked meaningful coordination between its legal and internal audit departments 
and Network management.  While WPP charged Network management with remediating 
deficiencies identified by WPP’s legal and internal audit departments, in practice, neither WPP 
nor the Networks provided adequate oversight of the FIC entities to ensure that the FIC entities 
implemented WPP’s internal accounting controls and compliance policies.  As a result of these 
structural deficiencies, WPP failed to promptly or adequately respond to repeated warning signs 
of corruption or identified control failures at certain FIC entities.  Described below are 
examples of the schemes and circumvention of WPP’s internal accounting controls and 
compliance policies that occurred at FIC entities. 
Indian Subsidiary 
8. In July 2011, WPP obtained a majority interest in an agency located in 
Hyderabad, India, which became a FIC entity within a WPP Network (“India Subsidiary”).  
WPP’s acquisition agreement contained an earn-out provision, and WPP appointed 
Subsidiary’s co-founder as the CEO of India Subsidiary (“CEO A”).  From 2015 – 2017, 
approximately half of India Subsidiary’s revenue was attributable to the Indian States of 
Telangana and Andhra Pradesh’s Departments of Information and Public Relations (“DIPR”), 
which were responsible for retaining media agencies to conduct advertising and public relations 
campaigns for their respective state governments. 
9. From July 7, 2015 through September 2, 2017, WPP received seven anonymous 

 
 
complaints alleging – with increasing specificity – two bribery schemes related to India 
Subsidiary’s work for DIPR.  The first scheme involved the use of a third-party agency 
(“Vendor A”) that India Subsidiary used to purchase media for DIPR to create an off-the-books 
fund.  The second scheme involved India Subsidiary fabricating an entire advertising campaign 
in order to create an off-the-books fund at a third-party agency (“Vendor B”) that was used to 
compensate DIPR officials for awarding campaigns to India Subsidiary and for the personal 
benefit of CEO A. 
 The Vendor A Bribery Scheme 
10. With the relevant Network’s knowledge, India Subsidiary and Vendor A entered 
an agreement under which Vendor A would pay for media purchases when due and India 
Subsidiary would pay Vendor A upon receipt of payment from the government client.  Pursuant 
to the contract, Vendor A kept the profits from the media purchases (minus a 10% fee 
remaining with India Subsidiary).  India Subsidiary reserved audit rights in the agreement and 
required Vendor A to submit its media invoices prior to receiving payment.  In practice though, 
India Subsidiary paid Vendor A without ever receiving the media invoices to justify the 
payments. 
11. The Vendor A bribery scheme worked as follows: (1) DIPR awarded India 
Subsidiary a contract under which India Subsidiary created an advertisement and then 
purchased space in newspapers to display the advertisement; (2) DIPR paid a set publicly-
available fee to media agencies for purchasing advertisement space (the “card rate”); (3) CEO 
A was able to negotiate rates with the newspapers that were significantly less than DIPR’s card 
rate; (4) to utilize the delta between DIPR’s card rate and the actual price paid to the 
newspapers for bribes to DIPR officials, India Subsidiary entered into the agreement with 
Vendor A to purchase the advertising space on DIPR’s behalf; and (5) after paying the 
newspapers and taking its cut of the scheme, Vendor A facilitated payments to DIPR officials.  
This same mechanism was used to make payments to CEO A. 
12. Following the receipt of the original complaint in July 2015, which identified 
CEO A by name as the architect of the scheme, WPP tasked its Financial Director for the India 
region (“WPP India FD”) to oversee a review of the allegations.  The WPP India FD retained 
an Indian partner firm of an international accounting firm (“Accounting Firm”) ostensibly to 
investigate the allegations and review India Subsidiary’s processes regarding government 
contracts and transactions involving government clients.  However, the Accounting Firm relied 
on information provided by CEO A and India Subsidiary CFO (“CFO A”), did not contact third 
parties, and ultimately provided a report to WPP, which contained no conclusions related to the 
bribery allegations.  Instead, the Accounting Firm noted several red flags regarding Vendor A, 
such as the India Subsidiary failing to obtain comparative quotes from other vendors or 
properly vetting Vendor A.  After receipt of the Accounting Firm’s report, WPP allowed India 
Subsidiary to continue routing DIPR’s media purchases through Vendor A.  
13. In the spring of 2016, WPP received three additional anonymous complaints 
related to the Vendor A bribery scheme.  These complaints again specifically identified CEO A 
as the architect of the scheme and described documents CFO A falsified to facilitate the 
scheme.  In response, WPP forwarded some of the complaints to the Accounting Firm and 

 
 
requested that the Accounting Firm conduct a transactional review of India Subsidiary’s 
business with Vendor A as part of a compliance review.   
14. As part of its review, the Accounting Firm asked Vendor A to produce the 
relevant media invoices.  Despite being contractually obligated to provide supporting 
documentation, Vendor A refused.  As a result, the Network India CFO terminated the 
relationship, while still authorizing India Subsidiary to pay Vendor A for past media purchases.  
WPP did nothing further with respect to the multiple allegations that CEO A was engaged in a 
bribe scheme with the FIC entity’s significant client. 
 Indian Subsidiary’s Bribery Scheme involving Vendor B 
15. The second bribery scheme involved Indian Subsidiary paying DIPR officials 
through an intermediary.  In this scheme, DIPR paid India Subsidiary $1,588,480 to supposedly 
execute a campaign related to the celebration of the anniversary of the formation of the Indian 
state of Telangana in June 2015.  In reality, no such campaign occurred.  Instead, CFO A 
requested that Vendor B falsify documents indicating that Vendor B provided services for the 
supposed campaign as justification for India Subsidiary paying the bulk of the money it 
received from DIPR to Vendor B.   
16. As reflected in spreadsheets maintained by CFO A, Vendor B then paid over 
$1,000,000 to a third-party intermediary responsible for making payments to DIPR officials.  
With the remaining funds, Vendor B made cash payments to CEO A and routed money back to 
India Subsidiary.  India Subsidiary used the money it received back from Vendor B to pay 
overdue account receivables from clients unrelated to DIPR.  Therefore, the entire purpose of 
the fake campaign was to enrich DIPR officials, CEO A, and benefit India Subsidiary by 
cancelling out old receivable balances. 
17. Despite having notice of these potential problems with Vendor B in early 2016 
through the same anonymous complaints described above, WPP failed to uncover that the 
supposed June 2015 DIPR campaign was, in actuality, a mechanism for bribery. 
 WPP ultimately acts on the bribery allegations at Indian Subsidiary 
18.  In 2017, WPP continued to receive warning signs about India Subsidiary in the 
form of anonymous complaints citing CEO A, Vendor A, and Vendor B.  One of these 
complaints named the specific DIPR official (“DIPR Official”) that allegedly received bribes in 
return for awarding India Subsidiary contracts. 
19. In August 2017, WPP directed a member of its legal team to conduct an 
investigation.  Unlike the earlier reviews in response to the various allegations of bribery, WPP 
conducted third-party due diligence of CEO A, DIPR Official, and Vendor A and a review of 
CEO A’s and CFO A’s email accounts, which were stored on servers in the United States.  The 
third-party due-diligence report revealed that CEO A and DIPR Official had a close 
relationship and DIPR Official had a reputation for demanding kickbacks for contracts awarded 
under his supervision.  Additionally, WPP identified email communication dating back to 2015, 
in which CEO A and CFO A tracked the off-the-books funds India Subsidiary maintained at 

 
 
Vendors A and B that were used for bribe payments.  Ultimately, CEO A admitted that he was 
aware that third parties made payments to government officials on behalf of India Subsidiary, 
and WPP terminated both CEO A and CFO A. 
20. As a result of the bribery schemes at India subsidiary, WPP was unjustly 
enriched by $5,669,596. 
Chinese Subsidiary 
21. In 2014, WPP obtained a majority interest in an agency headquartered in 
Shanghai, China, which focused on celebrity branding and endorsement.  China Subsidiary was 
a FIC entity because WPP’s acquisition agreement contained an earn-out provision and WPP 
agreed that the China Subsidiary’s co-founder would serve as the CEO of China Subsidiary 
(“CEO B”).  WPP placed it within a WPP Network (“China Subsidiary”), and China 
Subsidiary’s annual revenues during the years 2017 and 2018 were $9.4 million and $7.6 
million, respectively. 
22. In November 2018, China Subsidiary was able to avoid paying $3,261,437 in 
taxes to a Chinese tax authority by making payments to a vendor identified by tax officials and 
providing $2,000 worth of gifts and entertainment to tax officials during the same time period.  
Specifically, China Subsidiary paid approximately $107,000 to the tax official’s chosen vendor 
in the two months before a tax audit finalized.  The vendor kept a small percentage of the 
money and transmitted the rest to an unknown recipient.  Although China Subsidiary’s books 
and records reflected that the vendor performed services for a client, a China Subsidiary 
employee falsified documentation to justify the transaction.  Despite the presence of red flags 
that, if properly investigated, could have led to the prevention or detection of China 
Subsidiary’s improper payments, WPP did not uncover the scheme until early 2019 while 
conducting an unrelated review. 
23. In 2017 and 2018, WPP was aware of significant red flags related to China 
Subsidiary and CEO B.  First, an internal audit in 2017 determined that China Subsidiary was 
employing tax avoidance schemes and other significant violations of WPP’s internal accounting 
controls resulting from CEO B’s actions.  Second, in May 2018, a China Subsidiary employee 
informed the Network CFO in charge of APAC (“Network APAC CFO”) and WPP’s regional 
tax director in China (“WPP China Tax Director”) that China Subsidiary was in the midst of a 
tax audit and China Subsidiary management could face criminal charges for its tax avoidance 
schemes.  In the same communication, the China Subsidiary employee informed –without 
additional context – that the tax officials recommended that China Subsidiary engage a third-
party vendor.  After receiving the email, neither WPP nor the Network attempted to determine 
why the tax officials recommended that the China Subsidiary retain a specific vendor or to 
otherwise follow-up on the information. 
24. In June 2018, WPP and the Network overlooked another warning sign, when, , 
CEO B told WPP China Tax Director and Network APAC CFO that he was “comb[ing] 
through a lot of [his] personal social connections,” in an attempt to control the direction of the 
tax audit.  Again, neither WPP nor the Network inquired further to clarify CEO B’s statement.  
During a mid-2018 phone call, CEO B reported to Network APAC CFO that he had resolved 

 
 
Network Subsidiary’s tax exposure for $43,000 in back-owed stamp duty taxes and the tax 
bureau was unwilling to provide any documentation explaining its determination.  WPP China 
Tax Director met with the tax official in charge of the audit who verbally confirmed that the 
investigation was concluded with no major issues.  Despite the fact that the information CEO B 
and the tax official provided was inconsistent with the tax liabilities WPP’s internal audit had 
uncovered and the presence of other red flags, WPP did not investigate the issue further. 
25. While responding to allegations unrelated to the tax issue, WPP uncovered an 
off-the-books account maintained by China Subsidiary reflecting the payments to the vendor 
recommended by the tax officials.  As a result, CEO B finally resigned in April 2019 – a year 
and a half after WPP and the Network first became aware of the significant issues at China 
Subsidiary. 
Brazilian Subsidiary 
26. In 2016, WPP obtained a majority interest in a public relations agency 
headquartered in São Paulo, Brazil that WPP placed within a WPP Network (“Brazil 
Subsidiary”).  Brazil Subsidiary was a FIC entity because WPP’s acquisition agreement 
contained an earn-out provision and WPP agreed that Brazil Subsidiary’s minority owner 
would serve as the CEO of Brazil Subsidiary (“CEO C”).  Brazil Subsidiary’s annual revenue 
in 2017 was approximately 26 million dollars. 
27. WPP had an adviser payment policy that prohibited its companies from paying 
third parties to assist in obtaining or retaining government contracts without WPP’s approval.  
Despite the policy, Brazil Subsidiary made improper payments to vendors in connection with 
securing government contracts at CEO C’s direction.  These payments directly violated WPP’s 
adviser payment policies and were made in circumstances in which there was a high probability 
that a portion of the payments may have been passed to the government officials with the 
authority to award the contracts.  To disguise the fact that Brazil Subsidiary’s payments to the 
vendors related to obtaining or retaining government contracts, Brazil Subsidiary falsified its 
books and records to reflect that the vendors performed bonafide services, such as marketing or 
IT related services.  As a result of this misconduct, WPP was unjustly enriched by $891,457. 
Peruvian Subsidiary 
28. In 1996, WPP obtained a majority interest in a creative services agency 
headquartered in Lima, Peru that WPP placed within a Network (“Peru Subsidiary”).  Peru 
Subsidiary was a FIC entity because WPP agreed that Peru Subsidiary’s founder and CEO 
would remain as CEO of the company post-acquisition (“CEO D”) and retain a 30% stake in 
the company.  Peru Subsidiary’s total revenue during the years 2013 and 2014 was 
approximately $5.6 million.  CEO D continued to manage Peru Subsidiary until WPP 
terminated him in 2018 for participating in a scheme to manipulate Peru Subsidiary’s earnings. 
29. In 2013, WPP was unjustly enriched by $291,935 as a result of Peru Subsidiary 
acting as a conduit for a bribery scheme.  The bribery scheme involved a construction company 
funding the mayor of Lima’s political campaigns in exchange for contract awards.  At CEO D’s 
direction, Peru Subsidiary agreed to be a conduit for the construction company’s bribe to the 

 
 
mayor of Lima.  Also, CEO D disguised the corrupt source of the funds used for the mayor of 
Lima’s political campaign by funneling the construction company’s payments to Peru 
Subsidiary through WPP subsidiaries in Colombia and Chile.  Consequently, the WPP 
subsidiaries in Colombia and Chile falsely recorded that they received money in return for 
services performed for the construction company, and Peru Subsidiary maintained no records 
indicating that the construction company paid for a portion of the mayor of Lima’s political 
campaigns. 
30. WPP did not uncover Peru Subsidiary’s role in the bribery scheme until a 
Peruvian criminal proceeding highlighted the conduct in 2019. 
LEGAL STANDARDS AND FCPA VIOLATIONS 
31. 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. 
WPP Violated Exchange Act Section 30A 
32. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, 
make it unlawful for any issuer with a class of securities registered pursuant to Section 12 of 
the Exchange Act, or any employee or agent of such issuer, to make use of the mails or any 
means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, 
promise to pay, or authorization of the payment of any money, or offer, gift or promise to give 
anything of value to any foreign official for purposes of influencing any act or decision of such 
foreign official in his official capacity in order to assist such issuer in obtaining or retaining 
business for or with any person. 15 U.S.C. § 78dd-1. As a result of the conduct described above 
regarding India Subsidiary’s payments to government officials, WPP violated Exchange Act 
Section 30A. 
WPP Violated Exchange Act Section 13(b)(2)(A) 
33. 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 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, WPP’s books and records did not accurately 
reflect the true purpose of outgoing and incoming transactions.  Therefore, WPP violated 
Exchange Act Section 13(b)(2)(A).  
WPP Violated Exchange Act Section 13(b)(2)(B) 
34. Section 13(b)(2)(B) of the Exchange Act requires companies with a class of 
securities registered under Section 12 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).  As described above, WPP 
failed to implement a system of internal accounting controls sufficient to provide reasonable 
assurances that transactions were executed in accordance with management’s general or 
specific authorization and that access to assets was permitted only in accordance with 
management’s general or specific authorization.  By this conduct, WPP violated Exchange Act 
Section 13(b)(2)(B). 
WPP’s Remedial Actions and Cooperation  
35. In determining to accept the Offer, the Commission considered remedial acts 
undertaken by WPP and cooperation afforded the Commission Staff. 
36. WPP’s cooperation included sharing facts developed in the course of its own 
internal investigations and forensic accounting reviews, translating key documents, and making 
current and former employees located abroad available for interviews at the Commission’s 
Regional Office in Fort Worth.   
37. WPP’s remediation includes (i) terminating senior executives and other 
employees involved in the misconduct and separating from employees with supervisory 
responsibilities over the misconduct; (ii) strengthening and expanding its global compliance, 
internal investigations, risk and controls functions, including the creation of 36 new positions 
globally; (iii) enhancing its internal audit function; (iv) creating Network risk committees to 
prevent, detect, and remediate corruption risk, among other risks; (v) conducting global, annual 
compliance risk assessments; (vi) conducting proactive reviews of remaining FIC entities in 
Brazil, China, and India; (vii) streamlining businesses and back-office functions, including that 
three of the Networks in which the subsidiaries in this Order were incorporated have since been 
merged with other networks; (viii) enhancing the procedures for engagement of third parties; 
and (ix) enhancing training provided to employees regarding anti-corruption, controls, and 
other compliance issues. 
DISGORGEMENT AND CIVIL PENALTIES 
38. The disgorgement and prejudgment interest ordered in section IV. is consistent 
with equitable principles, 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.  

 
 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the 
sanctions agreed to in Respondent’s Offer. 
Accordingly, pursuant to Section 21C of the Exchange Act it is hereby ORDERED that: 
A. 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. §§ 78m(b)(2)(A), 
78m(b)(2)(B), and 78dd-1]. 
B. Respondent shall, within 14 days of entry of this Order, pay disgorgement 
of $10,114,424.86 and prejudgment interest of $1,110,234.68 for a total of 
$11,224,659.54 and a civil money penalty in the amount of $8,000,000 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 and 31 U.S.C 3717. 
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 Web site 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 
 Payments by check or money order must be accompanied by a cover letter 
identifying W P P as the 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. 
  

 
 
D. Amounts ordered to be paid as civil money penalties pursuant to this 
Order shall be treated as penalties paid to the government for all purposes, 
including all tax purposes. To preserve the deterrent effect of the civil 
penalty, Respondent agrees that in any Related Investor Action, it shall not 
argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of 
Respondent’s payment of a civil penalty in this action (“Penalty Offset”). 
If the court in any Related Investor Action grants such a Penalty Offset, 
Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action 
and pay the amount of the Penalty Offset to the Securities and Exchange 
Commission. Such a payment shall not be deemed an additional civil 
penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding. For purposes of this paragraph, a “Related 
Investor Action” means a private damages action brought against 
Respondent by or on behalf of one or more investors based on 
substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
By the Commission. 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 93117 / September 24, 2021 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4257 / September 24, 2021 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-20595 

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 WPP plc (“WPP” or 

“Respondent”). 

II. 

In anticipation of the institution of these proceedings, WPP 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, and without admitting or denying the 

findings herein (except as to the Commission’s jurisdiction over it and the subject matter of 

these proceedings), which are admitted, WPP 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.

 

In the Matter of 

 

WPP PLC 
 

Respondent. 



 

 

III. 

On the basis of this Order and WPP’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 (“FCPA”) by 

WPP, the world’s largest advertising group.  The bribery scheme took place at a WPP 

majority-owned subsidiary in India, which, through intermediaries, paid as much as a 

million dollars in bribes to Indian officials to obtain and retain government business, 

resulting in over $5 million in net profit from 2015 – 2017.  Additionally, WPP benefited 

from other illicit schemes at its subsidiaries such as: (1) a subsidiary in China making 

unjustified payments to a vendor in connection with a Chinese tax audit, resulting in 

significant tax savings to WPP’s subsidiary; (2) a subsidiary in Brazil making improper 

payments to purported vendors in connection with government contracts in 2016-2018; and 

(3) in 2013, a Peruvian subsidiary funneling funds through other WPP entities to disguise 

the source of funding for a political campaign in Peru .   

2. WPP failed to devise and maintain a sufficient system of internal accounting 

controls necessary to detect and prevent the bribe payments at this Indian subsidiary or 

properly account for the true nature of payments and income at all four subsidiaries.  

Specifically, WPP failed to implement and maintain sufficient internal accounting controls 

over vendor management, and accounts payable at these subsidiaries, failed to provide 

reasonable assurances that these subsidiaries were adhering to WPP’s anti-corruption 

policy, and lacked sufficient entity level controls over these subsidiaries.  As a result, it also 

failed to make and keep accurate books and records.  Finally, despite WPP’s size and 

geographical reach, it failed to timely and properly manage the company’s response to red 

flags indicating corruption risks or remediate identified control deficiencies. 

RESPONDENT  

3. WPP plc is a Jersey multinational marketing communications group with dual-

headquarters in London and New York City.  WPP’s American depositary shares are registered 

with the Commission pursuant to Section 12(b) of the Exchange Act and trade on the New York 

Stock Exchange under the Ticker “WPP.”  WPP operates through agencies operating in various 

international locations, referred to as “Networks.”   

FACTS 

Background 

4. Until 2018, WPP implemented an aggressive acquisition strategy in order to grow 

its business.  As part of its acquisition strategy, WPP acquired a controlling interest in small, 

                                                             
1 Pursuant to Respondent’s Offer of Settlement, the SEC makes these findings in this proceeding.  The findings are not 

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



 

 

localized agencies in high-risk markets, such as India, China, and South America that were 

previously majority-owned by the local agency’s founder.  WPP often structured these 

acquisitions to include an earn-out provision.  Under these earn-out provisions, the parties 

agreed to defer a portion of the purchasing price until the agency’s founder met future financial 

goals.  In some cases, WPP agreed that the agency’s founder would continue as the Chief 

Executive Officer of the WPP controlled entity (hereinafter Founder-in-Control or “FIC” 

entities).  WPP placed the FIC entities within a WPP Network and consolidated the FIC 

entities’ financial statements into WPP’s financial statements. 

5. WPP centrally coordinated the group’s financial matters, reporting, control, 

treasury, tax, mergers, acquisitions, investor relations, legal affairs and internal audit from its 

headquarters.  In larger markets, such as India and China, WPP appointed a regional Financial 

Director to work more closely with the Networks, which were primarily responsible for 

servicing WPP’s clients and overseeing the FIC entities.  While WPP mandated that all 

companies follow WPP global policies and internal accounting control requirements, in reality, 

the founders and/or CEOs of the FIC entities exercised wide autonomy and outsized influence.   

6. Following this growth strategy, WPP operated in 112 countries and employed 

approximately 100,000 people over 3,000 locations during the relevant period.  WPP sourced 

86% of its revenue from 10 companies and 88% of its revenue was from operations in 20 

countries.   

7. Despite the known corruption and fraud risks inherent in WPP’s FIC 

acquisitions, WPP lacked sufficient internal accounting controls with respect to its expansive 

international network.  Additionally, WPP had no compliance department during the relevant 

period, and it lacked meaningful coordination between its legal and internal audit departments 

and Network management.  While WPP charged Network management with remediating 

deficiencies identified by WPP’s legal and internal audit departments, in practice, neither WPP 

nor the Networks provided adequate oversight of the FIC entities to ensure that the FIC entities 

implemented WPP’s internal accounting controls and compliance policies.  As a result of these 

structural deficiencies, WPP failed to promptly or adequately respond to repeated warning signs 

of corruption or identified control failures at certain FIC entities.  Described below are 

examples of the schemes and circumvention of WPP’s internal accounting controls and 

compliance policies that occurred at FIC entities. 

Indian Subsidiary 

8. In July 2011, WPP obtained a majority interest in an agency located in 

Hyderabad, India, which became a FIC entity within a WPP Network (“India Subsidiary”).  

WPP’s acquisition agreement contained an earn-out provision, and WPP appointed 

Subsidiary’s co-founder as the CEO of India Subsidiary (“CEO A”).  From 2015 – 2017, 

approximately half of India Subsidiary’s revenue was attributable to the Indian States of 

Telangana and Andhra Pradesh’s Departments of Information and Public Relations (“DIPR”), 

which were responsible for retaining media agencies to conduct advertising and public relations 

campaigns for their respective state governments. 

9. From July 7, 2015 through September 2, 2017, WPP received seven anonymous 



 

 

complaints alleging – with increasing specificity – two bribery schemes related to India 

Subsidiary’s work for DIPR.  The first scheme involved the use of a third-party agency 

(“Vendor A”) that India Subsidiary used to purchase media for DIPR to create an off-the-books 

fund.  The second scheme involved India Subsidiary fabricating an entire advertising campaign 

in order to create an off-the-books fund at a third-party agency (“Vendor B”) that was used to 

compensate DIPR officials for awarding campaigns to India Subsidiary and for the personal 

benefit of CEO A. 

 The Vendor A Bribery Scheme 

10. With the relevant Network’s knowledge, India Subsidiary and Vendor A entered 

an agreement under which Vendor A would pay for media purchases when due and India 

Subsidiary would pay Vendor A upon receipt of payment from the government client.  Pursuant 

to the contract, Vendor A kept the profits from the media purchases (minus a 10% fee 

remaining with India Subsidiary).  India Subsidiary reserved audit rights in the agreement and 

required Vendor A to submit its media invoices prior to receiving payment.  In practice though, 

India Subsidiary paid Vendor A without ever receiving the media invoices to justify the 

payments. 

11. The Vendor A bribery scheme worked as follows: (1) DIPR awarded India 

Subsidiary a contract under which India Subsidiary created an advertisement and then 

purchased space in newspapers to display the advertisement; (2) DIPR paid a set publicly-

available fee to media agencies for purchasing advertisement space (the “card rate”); (3) CEO 

A was able to negotiate rates with the newspapers that were significantly less than DIPR’s card 

rate; (4) to utilize the delta between DIPR’s card rate and the actual price paid to the 

newspapers for bribes to DIPR officials, India Subsidiary entered into the agreement with 

Vendor A to purchase the advertising space on DIPR’s behalf; and (5) after paying the 

newspapers and taking its cut of the scheme, Vendor A facilitated payments to DIPR officials.  

This same mechanism was used to make payments to CEO A. 

12. Following the receipt of the original complaint in July 2015, which identified 

CEO A by name as the architect of the scheme, WPP tasked its Financial Director for the India 

region (“WPP India FD”) to oversee a review of the allegations.  The WPP India FD retained 

an Indian partner firm of an international accounting firm (“Accounting Firm”) ostensibly to 

investigate the allegations and review India Subsidiary’s processes regarding government 

contracts and transactions involving government clients.  However, the Accounting Firm relied 

on information provided by CEO A and India Subsidiary CFO (“CFO A”), did not contact third 

parties, and ultimately provided a report to WPP, which contained no conclusions related to the 

bribery allegations.  Instead, the Accounting Firm noted several red flags regarding Vendor A, 

such as the India Subsidiary failing to obtain comparative quotes from other vendors or 

properly vetting Vendor A.  After receipt of the Accounting Firm’s report, WPP allowed India 

Subsidiary to continue routing DIPR’s media purchases through Vendor A.  

13. In the spring of 2016, WPP received three additional anonymous complaints 

related to the Vendor A bribery scheme.  These complaints again specifically identified CEO A 

as the architect of the scheme and described documents CFO A falsified to facilitate the 

scheme.  In response, WPP forwarded some of the complaints to the Accounting Firm and 



 

 

requested that the Accounting Firm conduct a transactional review of India Subsidiary’s 

business with Vendor A as part of a compliance review.   

14. As part of its review, the Accounting Firm asked Vendor A to produce the 

relevant media invoices.  Despite being contractually obligated to provide supporting 

documentation, Vendor A refused.  As a result, the Network India CFO terminated the 

relationship, while still authorizing India Subsidiary to pay Vendor A for past media purchases.  

WPP did nothing further with respect to the multiple allegations that CEO A was engaged in a 

bribe scheme with the FIC entity’s significant client. 

 Indian Subsidiary’s Bribery Scheme involving Vendor B 

15. The second bribery scheme involved Indian Subsidiary paying DIPR officials 

through an intermediary.  In this scheme, DIPR paid India Subsidiary $1,588,480 to supposedly 

execute a campaign related to the celebration of the anniversary of the formation of the Indian 

state of Telangana in June 2015.  In reality, no such campaign occurred.  Instead, CFO A 

requested that Vendor B falsify documents indicating that Vendor B provided services for the 

supposed campaign as justification for India Subsidiary paying the bulk of the money it 

received from DIPR to Vendor B.   

16. As reflected in spreadsheets maintained by CFO A, Vendor B then paid over 

$1,000,000 to a third-party intermediary responsible for making payments to DIPR officials.  

With the remaining funds, Vendor B made cash payments to CEO A and routed money back to 

India Subsidiary.  India Subsidiary used the money it received back from Vendor B to pay 

overdue account receivables from clients unrelated to DIPR.  Therefore, the entire purpose of 

the fake campaign was to enrich DIPR officials, CEO A, and benefit India Subsidiary by 

cancelling out old receivable balances. 

17. Despite having notice of these potential problems with Vendor B in early 2016 

through the same anonymous complaints described above, WPP failed to uncover that the 

supposed June 2015 DIPR campaign was, in actuality, a mechanism for bribery. 

 WPP ultimately acts on the bribery allegations at Indian Subsidiary 

18.  In 2017, WPP continued to receive warning signs about India Subsidiary in the 

form of anonymous complaints citing CEO A, Vendor A, and Vendor B.  One of these 

complaints named the specific DIPR official (“DIPR Official”) that allegedly received bribes in 

return for awarding India Subsidiary contracts. 

19. In August 2017, WPP directed a member of its legal team to conduct an 

investigation.  Unlike the earlier reviews in response to the various allegations of bribery, WPP 

conducted third-party due diligence of CEO A, DIPR Official, and Vendor A and a review of 

CEO A’s and CFO A’s email accounts, which were stored on servers in the United States.  The 

third-party due-diligence report revealed that CEO A and DIPR Official had a close 

relationship and DIPR Official had a reputation for demanding kickbacks for contracts awarded 

under his supervision.  Additionally, WPP identified email communication dating back to 2015, 

in which CEO A and CFO A tracked the off-the-books funds India Subsidiary maintained at 



 

 

Vendors A and B that were used for bribe payments.  Ultimately, CEO A admitted that he was 

aware that third parties made payments to government officials on behalf of India Subsidiary, 

and WPP terminated both CEO A and CFO A. 

20. As a result of the bribery schemes at India subsidiary, WPP was unjustly 

enriched by $5,669,596. 

Chinese Subsidiary 

21. In 2014, WPP obtained a majority interest in an agency headquartered in 

Shanghai, China, which focused on celebrity branding and endorsement.  China Subsidiary was 

a FIC entity because WPP’s acquisition agreement contained an earn-out provision and WPP 

agreed that the China Subsidiary’s co-founder would serve as the CEO of China Subsidiary 

(“CEO B”).  WPP placed it within a WPP Network (“China Subsidiary”), and China 

Subsidiary’s annual revenues during the years 2017 and 2018 were $9.4 million and $7.6 

million, respectively. 

22. In November 2018, China Subsidiary was able to avoid paying $3,261,437 in 

taxes to a Chinese tax authority by making payments to a vendor identified by tax officials and 

providing $2,000 worth of gifts and entertainment to tax officials during the same time period.  

Specifically, China Subsidiary paid approximately $107,000 to the tax official’s chosen vendor 

in the two months before a tax audit finalized.  The vendor kept a small percentage of the 

money and transmitted the rest to an unknown recipient.  Although China Subsidiary’s books 

and records reflected that the vendor performed services for a client, a China Subsidiary 

employee falsified documentation to justify the transaction.  Despite the presence of red flags 

that, if properly investigated, could have led to the prevention or detection of China 

Subsidiary’s improper payments, WPP did not uncover the scheme until early 2019 while 

conducting an unrelated review. 

23. In 2017 and 2018, WPP was aware of significant red flags related to China 

Subsidiary and CEO B.  First, an internal audit in 2017 determined that China Subsidiary was 

employing tax avoidance schemes and other significant violations of WPP’s internal accounting 

controls resulting from CEO B’s actions.  Second, in May 2018, a China Subsidiary employee 

informed the Network CFO in charge of APAC (“Network APAC CFO”) and WPP’s regional 

tax director in China (“WPP China Tax Director”) that China Subsidiary was in the midst of a 

tax audit and China Subsidiary management could face criminal charges for its tax avoidance 

schemes.  In the same communication, the China Subsidiary employee informed –without 

additional context – that the tax officials recommended that China Subsidiary engage a third-

party vendor.  After receiving the email, neither WPP nor the Network attempted to determine 

why the tax officials recommended that the China Subsidiary retain a specific vendor or to 

otherwise follow-up on the information. 

24. In June 2018, WPP and the Network overlooked another warning sign, when, , 

CEO B told WPP China Tax Director and Network APAC CFO that he was “comb[ing] 

through a lot of [his] personal social connections,” in an attempt to control the direction of the 

tax audit.  Again, neither WPP nor the Network inquired further to clarify CEO B’s statement.  

During a mid-2018 phone call, CEO B reported to Network APAC CFO that he had resolved 



 

 

Network Subsidiary’s tax exposure for $43,000 in back-owed stamp duty taxes and the tax 

bureau was unwilling to provide any documentation explaining its determination.  WPP China 

Tax Director met with the tax official in charge of the audit who verbally confirmed that the 

investigation was concluded with no major issues.  Despite the fact that the information CEO B 

and the tax official provided was inconsistent with the tax liabilities WPP’s internal audit had 

uncovered and the presence of other red flags, WPP did not investigate the issue further. 

25. While responding to allegations unrelated to the tax issue, WPP uncovered an 

off-the-books account maintained by China Subsidiary reflecting the payments to the vendor 

recommended by the tax officials.  As a result, CEO B finally resigned in April 2019 – a year 

and a half after WPP and the Network first became aware of the significant issues at China 

Subsidiary. 

Brazilian Subsidiary 

26. In 2016, WPP obtained a majority interest in a public relations agency 

headquartered in São Paulo, Brazil that WPP placed within a WPP Network (“Brazil 

Subsidiary”).  Brazil Subsidiary was a FIC entity because WPP’s acquisition agreement 

contained an earn-out provision and WPP agreed that Brazil Subsidiary’s minority owner 

would serve as the CEO of Brazil Subsidiary (“CEO C”).  Brazil Subsidiary’s annual revenue 

in 2017 was approximately 26 million dollars. 

27. WPP had an adviser payment policy that prohibited its companies from paying 

third parties to assist in obtaining or retaining government contracts without WPP’s approval.  

Despite the policy, Brazil Subsidiary made improper payments to vendors in connection with 

securing government contracts at CEO C’s direction.  These payments directly violated WPP’s 

adviser payment policies and were made in circumstances in which there was a high probability 

that a portion of the payments may have been passed to the government officials with the 

authority to award the contracts.  To disguise the fact that Brazil Subsidiary’s payments to the 

vendors related to obtaining or retaining government contracts, Brazil Subsidiary falsified its 

books and records to reflect that the vendors performed bonafide services, such as marketing or 

IT related services.  As a result of this misconduct, WPP was unjustly enriched by $891,457. 

Peruvian Subsidiary 

28. In 1996, WPP obtained a majority interest in a creative services agency 

headquartered in Lima, Peru that WPP placed within a Network (“Peru Subsidiary”).  Peru 

Subsidiary was a FIC entity because WPP agreed that Peru Subsidiary’s founder and CEO 

would remain as CEO of the company post-acquisition (“CEO D”) and retain a 30% stake in 

the company.  Peru Subsidiary’s total revenue during the years 2013 and 2014 was 

approximately $5.6 million.  CEO D continued to manage Peru Subsidiary until WPP 

terminated him in 2018 for participating in a scheme to manipulate Peru Subsidiary’s earnings. 

29. In 2013, WPP was unjustly enriched by $291,935 as a result of Peru Subsidiary 

acting as a conduit for a bribery scheme.  The bribery scheme involved a construction company 

funding the mayor of Lima’s political campaigns in exchange for contract awards.  At CEO D’s 

direction, Peru Subsidiary agreed to be a conduit for the construction company’s bribe to the 



 

 

mayor of Lima.  Also, CEO D disguised the corrupt source of the funds used for the mayor of 

Lima’s political campaign by funneling the construction company’s payments to Peru 

Subsidiary through WPP subsidiaries in Colombia and Chile.  Consequently, the WPP 

subsidiaries in Colombia and Chile falsely recorded that they received money in return for 

services performed for the construction company, and Peru Subsidiary maintained no records 

indicating that the construction company paid for a portion of the mayor of Lima’s political 

campaigns. 

30. WPP did not uncover Peru Subsidiary’s role in the bribery scheme until a 

Peruvian criminal proceeding highlighted the conduct in 2019. 

LEGAL STANDARDS AND FCPA VIOLATIONS 

31. 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. 

WPP Violated Exchange Act Section 30A 

32. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, 

make it unlawful for any issuer with a class of securities registered pursuant to Section 12 of 

the Exchange Act, or any employee or agent of such issuer, to make use of the mails or any 

means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, 

promise to pay, or authorization of the payment of any money, or offer, gift or promise to give 

anything of value to any foreign official for purposes of influencing any act or decision of such 

foreign official in his official capacity in order to assist such issuer in obtaining or retaining 

business for or with any person. 15 U.S.C. § 78dd-1. As a result of the conduct described above 

regarding India Subsidiary’s payments to government officials, WPP violated Exchange Act 

Section 30A. 

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

33. 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 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, WPP’s books and records did not accurately 

reflect the true purpose of outgoing and incoming transactions.  Therefore, WPP violated 

Exchange Act Section 13(b)(2)(A).  

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

34. Section 13(b)(2)(B) of the Exchange Act requires companies with a class of 

securities registered under Section 12 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).  As described above, WPP 

failed to implement a system of internal accounting controls sufficient to provide reasonable 

assurances that transactions were executed in accordance with management’s general or 

specific authorization and that access to assets was permitted only in accordance with 

management’s general or specific authorization.  By this conduct, WPP violated Exchange Act 

Section 13(b)(2)(B). 

WPP’s Remedial Actions and Cooperation  

35. In determining to accept the Offer, the Commission considered remedial acts 

undertaken by WPP and cooperation afforded the Commission Staff. 

36. WPP’s cooperation included sharing facts developed in the course of its own 

internal investigations and forensic accounting reviews, translating key documents, and making 

current and former employees located abroad available for interviews at the Commission’s 

Regional Office in Fort Worth.   

37. WPP’s remediation includes (i) terminating senior executives and other 

employees involved in the misconduct and separating from employees with supervisory 

responsibilities over the misconduct; (ii) strengthening and expanding its global compliance, 

internal investigations, risk and controls functions, including the creation of 36 new positions 

globally; (iii) enhancing its internal audit function; (iv) creating Network risk committees to 

prevent, detect, and remediate corruption risk, among other risks; (v) conducting global, annual 

compliance risk assessments; (vi) conducting proactive reviews of remaining FIC entities in 

Brazil, China, and India; (vii) streamlining businesses and back-office functions, including that 

three of the Networks in which the subsidiaries in this Order were incorporated have since been 

merged with other networks; (viii) enhancing the procedures for engagement of third parties; 

and (ix) enhancing training provided to employees regarding anti-corruption, controls, and 

other compliance issues. 

DISGORGEMENT AND CIVIL PENALTIES 

38. The disgorgement and prejudgment interest ordered in section IV. is consistent 

with equitable principles, 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.  



 

 

IV. 

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

sanctions agreed to in Respondent’s Offer. 

Accordingly, pursuant to Section 21C of the Exchange Act it is hereby ORDERED that: 

A. 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. §§ 78m(b)(2)(A), 
78m(b)(2)(B), and 78dd-1]. 

B. Respondent shall, within 14 days of entry of this Order, pay disgorgement 
of $10,114,424.86 and prejudgment interest of $1,110,234.68 for a total of 
$11,224,659.54 and a civil money penalty in the amount of $8,000,000 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 and 31 U.S.C 3717. 

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 Web site 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 

 Payments by check or money order must be accompanied by a cover letter 
identifying W P P  as the 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. 

  

http://www.sec.gov/about/offices/ofm.htm%3B
http://www.sec.gov/about/offices/ofm.htm%3B


 

 

D. Amounts ordered to be paid as civil money penalties pursuant to this 
Order shall be treated as penalties paid to the government for all purposes, 
including all tax purposes. To preserve the deterrent effect of the civil 
penalty, Respondent agrees that in any Related Investor Action, it shall not 
argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of 
Respondent’s payment of a civil penalty in this action (“Penalty Offset”). 
If the court in any Related Investor Action grants such a Penalty Offset, 
Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action 
and pay the amount of the Penalty Offset to the Securities and Exchange 
Commission. Such a payment shall not be deemed an additional civil 
penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding. For purposes of this paragraph, a “Related 
Investor Action” means a private damages action brought against 
Respondent by or on behalf of one or more investors based on 
substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 

By the Commission. 

 

 

Vanessa A. Countryman 
Secretary