Press Release: SEC Institutes Settled Enforcement Action Against Bristow Group for Improper Payments to Nigerian Government Officials and Other Violations
summary
Bristow Group Inc. violated the FCPA by making $423,000 in improper cash payments to Nigerian state officials between 2003 and 2004 to reduce expatriate tax liabilities, while underreporting payroll expenses and mischaracterizing bribes as legitimate costs, leading to a cease-and-desist order without monetary penalty but with mandated compliance reforms.
paragraph
Between 2003 and 2004, Bristow Group’s Nigerian affiliate, Pan African Airlines Nigeria Ltd. (PAAN), made approximately $423,000 in cash payments to Nigerian state tax officials to reduce expatriate employment tax obligations, in violation of the Foreign Corrupt Practices Act. The company also underreported payroll expenses and mischaracterized the bribes as legitimate payroll costs, resulting in inaccurate financial filings with the SEC and deficiencies in internal controls. Without admitting or denying the allegations, Bristow Group consented to a cease-and-desist order under Sections 30A, 13(a), and 13(b)(2) of the Exchange Act, agreeing to remedial actions and cooperating with the investigation, though no monetary penalty was imposed.
narrative
Bristow Group Inc., a Houston-based helicopter services company listed on the NYSE, violated the Foreign Corrupt Practices Act (FCPA) and securities laws between 2003 and 2004 through systematic improper payments to Nigerian state government officials. Its Nigerian affiliate, Pan African Airlines Nigeria Ltd. (PAAN), paid approximately $423,000 in cash bribes to tax officials in exchange for reducing the company’s expatriate employment tax liabilities, while simultaneously underreporting payroll expenses to those same state governments. These bribes were deliberately mischaracterized in Bristow’s books and records as legitimate payroll expenses, leading to materially inaccurate financial filings submitted to the SEC. The SEC found that Bristow Group lacked adequate internal controls to prevent, detect, or correct these violations, undermining its compliance framework. Without admitting or denying the allegations, Bristow consented to a cease-and-desist order prohibiting future violations of Sections 30A, 13(a), and 13(b)(2) of the Exchange Act and related rules. The company cooperated fully with the SEC’s investigation and implemented remedial measures, including enhanced compliance training and internal audit protocols. Although no monetary penalty was disclosed, the enforcement action required Bristow to strengthen its global anti-corruption controls and ensure accurate financial reporting going forward.
Classified fcpa(confidence 100%). No EDGAR filing fingerprint (criminal/DOJ-side scheme). detection rule →
Parties
bristow groupdavid nelsoneach state governmentinstitution of a settled enforcement action against bristow group inc.Securities and Exchange Commissionsettled enforcement actionsufficient internal controls
Keywords
bristow groupbristowgroupnigeriangovernment officialsgovernmentimproper paymentsnigerian statestateofficialsorder findspaanpaymentsordersettled enforcement
Exhibits & Attached Documents (1)
Extracted insights
Dollar amounts 1
- $423K $423,000 $100K–$1M
Entities 7
- company bristow group
- person david nelson
- person each state government
- company institution of a settled enforcement action against bristow group inc.
- agency Securities and Exchange Commission
- person settled enforcement action
- person sufficient internal controls
Triples 15
- Sec Institutes Settled Enforcement Action
- Sec Announced Institution of a settled enforcement action against Bristow Group Inc.
- Bristow Group Made Improper payments to Nigerian state government officials
- Bristow Group Underreported Expatriate payroll expenses in Nigeria
- David Nelson Stated The Foreign Corrupt Practices Act makes it unlawful for public companies to make improper payments to foreign government officials
- Bristow Group Consented to entry of An Administrative Order that requires Bristow Group to cease and desist from committing violations of the antibribery, internal controls and books and records provisions of the Exchange Act
- Bristow Group Made Improper payments totaling approximately $423,000 to employees of the governments of two Nigerian states
- PAAN Negotiated With the government tax officials to lower the amount assessed
- PAAN Paid The state government and the tax officials
- Each state government Provided PAAN with a receipt reflecting only the amount payable to the state government
- Bristow Group Underreported PAAN and another Bristow Group Nigerian affiliate's payroll expenses to certain Nigerian state governments
- Bristow Group Lacked Sufficient internal controls
- Bristow Group Mischaracterized The payments as legitimate payroll expenses
- The Order Requires Bristow Group to cease and desist from committing or causing any violations and any future violations of Sections 30A, 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder
- Bristow Group Cooperated with The Commission's investigation
PDF (from attached: pdf)
Text layers
Extracted body text (4,071c)
SEC Institutes Settled Enforcement Action Against Bristow Group for Improper Payments to Nigerian Government Officials and Other Violations FOR IMMEDIATE RELEASE 2007-201 Washington, D.C., Sept. 26, 2007 - The Securities and Exchange Commission today announced the institution of a settled enforcement action against Bristow Group Inc., a Houston-based and New York Stock Exchange-listed helicopter transportation services and oil and gas production facilities operation company, for violations of the Foreign Corrupt Practices Act (FCPA). Among other things, the FCPA prohibits bribery of foreign government officials. The Commission's Order finds that a Nigerian affiliate of Bristow Group made improper payments to Nigerian state government officials in return for the officials' reduction of the affiliate's employment taxes owed to the Nigerian state governments. The Order also finds that the same affiliate and another Nigerian affiliate of Bristow Group also underreported their expatriate payroll expenses in Nigeria. "The Foreign Corrupt Practices Act makes it unlawful for public companies to make improper payments to foreign government officials," said David Nelson, Director of the Commission's Miami Regional Office. "Illicit payments to foreign government officials violate U.S. law and detract from the legitimate results of fair and merit-based competition." Without admitting or denying the Commission's allegations, Bristow Group consented to entry of an Administrative Order that requires Bristow Group to cease and desist from committing violations of the antibribery, internal controls and books and records provisions of the Securities and Exchange Act of 1934 (Exchange Act). The Order finds that: Since at least 2003 and through approximately the end of 2004, Bristow Group's Nigerian affiliate Pan African Airlines Nigeria Ltd. (PAAN) made improper payments totaling approximately $423,000 to employees of the governments of two Nigerian states to influence them to improperly reduce the amount of expatriate employment taxes payable by PAAN to the respective Nigerian state governments. PAAN was responsible for paying an annual expatriate "Pay As You Earn" (PAYE) tax to the Nigerian state governments in each state where PAAN operated. At the end of each year, the government of each Nigerian state assessed a tax on the salaries of PAAN employees in that state and sent PAAN a demand letter. PAAN then negotiated with the government tax officials to lower the amount assessed. In each instance, the PAYE tax demand amount was lowered and a separate cash payment amount for the tax officials was negotiated. Once PAAN paid the state government and the tax officials, each state government provided PAAN with a receipt reflecting only the amount payable to the state government. During the same time period, Bristow Group underreported PAAN and another Bristow Group Nigerian affiliate's payroll expenses to certain Nigerian state governments. As a result, Bristow Group's periodic reports filed with the Commission did not accurately reflect certain of the company's payroll-related expenses. Further, the Order finds that during the same time period, Bristow Group lacked sufficient internal controls. Finally, the Order finds that Bristow Group mischaracterized the payments as legitimate payroll expenses. The Order requires Bristow Group to cease and desist from committing or causing any violations and any future violations of Sections 30A, 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Bristow Group cooperated with the Commission's investigation and took a number of remedial steps as reflected in the Commission's Order. # # # For more information, contact: Glenn S. Gordon Associate Regional Director SEC's Miami Regional Office 305-982-6360 Eric R. Busto Assistant Regional Director SEC's Miami Regional Office 305-982-6362 Additional materials: Administrative Proceeding No. 34-56533 http://www.sec.gov/news/press/2007/2007-201.htm Home | Previous Page Modified: 09/26/2007
OCR text (4,071c · plain-text · 99% conf)
SEC Institutes Settled Enforcement Action Against Bristow Group for Improper Payments to Nigerian Government Officials and Other Violations FOR IMMEDIATE RELEASE 2007-201 Washington, D.C., Sept. 26, 2007 - The Securities and Exchange Commission today announced the institution of a settled enforcement action against Bristow Group Inc., a Houston-based and New York Stock Exchange-listed helicopter transportation services and oil and gas production facilities operation company, for violations of the Foreign Corrupt Practices Act (FCPA). Among other things, the FCPA prohibits bribery of foreign government officials. The Commission's Order finds that a Nigerian affiliate of Bristow Group made improper payments to Nigerian state government officials in return for the officials' reduction of the affiliate's employment taxes owed to the Nigerian state governments. The Order also finds that the same affiliate and another Nigerian affiliate of Bristow Group also underreported their expatriate payroll expenses in Nigeria. "The Foreign Corrupt Practices Act makes it unlawful for public companies to make improper payments to foreign government officials," said David Nelson, Director of the Commission's Miami Regional Office. "Illicit payments to foreign government officials violate U.S. law and detract from the legitimate results of fair and merit-based competition." Without admitting or denying the Commission's allegations, Bristow Group consented to entry of an Administrative Order that requires Bristow Group to cease and desist from committing violations of the antibribery, internal controls and books and records provisions of the Securities and Exchange Act of 1934 (Exchange Act). The Order finds that: Since at least 2003 and through approximately the end of 2004, Bristow Group's Nigerian affiliate Pan African Airlines Nigeria Ltd. (PAAN) made improper payments totaling approximately $423,000 to employees of the governments of two Nigerian states to influence them to improperly reduce the amount of expatriate employment taxes payable by PAAN to the respective Nigerian state governments. PAAN was responsible for paying an annual expatriate "Pay As You Earn" (PAYE) tax to the Nigerian state governments in each state where PAAN operated. At the end of each year, the government of each Nigerian state assessed a tax on the salaries of PAAN employees in that state and sent PAAN a demand letter. PAAN then negotiated with the government tax officials to lower the amount assessed. In each instance, the PAYE tax demand amount was lowered and a separate cash payment amount for the tax officials was negotiated. Once PAAN paid the state government and the tax officials, each state government provided PAAN with a receipt reflecting only the amount payable to the state government. During the same time period, Bristow Group underreported PAAN and another Bristow Group Nigerian affiliate's payroll expenses to certain Nigerian state governments. As a result, Bristow Group's periodic reports filed with the Commission did not accurately reflect certain of the company's payroll-related expenses. Further, the Order finds that during the same time period, Bristow Group lacked sufficient internal controls. Finally, the Order finds that Bristow Group mischaracterized the payments as legitimate payroll expenses. The Order requires Bristow Group to cease and desist from committing or causing any violations and any future violations of Sections 30A, 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Bristow Group cooperated with the Commission's investigation and took a number of remedial steps as reflected in the Commission's Order. # # # For more information, contact: Glenn S. Gordon Associate Regional Director SEC's Miami Regional Office 305-982-6360 Eric R. Busto Assistant Regional Director SEC's Miami Regional Office 305-982-6362 Additional materials: Administrative Proceeding No. 34-56533 http://www.sec.gov/news/press/2007/2007-201.htm Home | Previous Page Modified: 09/26/2007