The Securities and Exchange Commission (SEC) fined two former employees in the Dubai office of a U.S.-based defense contractor for violating the Foreign Corrupt Practices Act (FCPA) by taking government officials in Saudi Arabia on a “world tour” to help secure business for the company.
The two employees later falsified records in an attempt to hide their misconduct.
Stephen Timms and Yasser Ramahi, who worked in sales at FLIR Systems Inc., settled the SEC’s charges and will pay financial penalties.
The SEC’s investigation is continuing.
Timms will pay $50,000 and Ramahi will pay $20,000.
Timms was represented by Solomon Wisenberg of Nelson Mullins in Washington, D.C.
Ramahi was represented by Lisa Prager of Schulte Prager of Schulte Roth & Zabel in New York.
“This case shows we will pursue employees of public companies who think it is acceptable to buy foreign officials’ loyalty with lavish gifts and travel,” said Andrew J. Ceresney, Director of the SEC Enforcement Division. “By making illegal payments and causing them to be recorded improperly, employees expose not only their firms but also themselves to an enforcement action.”
FLIR is headquartered in Oregon and produces thermal imaging, night vision, and infrared cameras and sensor systems.
According to the SEC’s order instituting a settled administrative proceeding, FLIR entered into a multi-million dollar contract to provide thermal binoculars to the Saudi government in November 2008.
Timms and Ramahi were the primary sales employees responsible for the contract, and also were involved in negotiations to sell FLIR’s security cameras to the same government officials.
At the time, Timms was the head of FLIR’s Middle East office in Dubai and Ramahi reported to him.
The SEC’s order finds that Timms and Ramahi traveled to Saudi Arabia in March 2009 and provided five officials with expensive luxury watches during meetings to discuss several business opportunities.
Timms and Ramahi believed these officials were important to sales of both the binoculars and the security cameras.
A few months later, they arranged for key officials, including two who received watches, to embark on what Timms referred to as a “world tour” of personal travel before and after they visited FLIR’s Boston facilities for a factory equipment inspection that was a key condition to fulfillment of the contract.
The officials traveled for 20 nights with stops in Casablanca, Paris, Dubai, Beirut, and New York City.
There was no business purpose for the stops outside of Boston, and the airfare and hotel accommodations were paid for by FLIR.
Prior to providing the gifts and travel to the Saudi Arabian officials, Ramahi and Timms each had taken FCPA training at the company that specifically identified luxury watches and side trips as prohibited gifts.
The SEC alleged that when FLIR’s finance department flagged the expense reimbursement request for the watches during an unrelated review of expenses in the Dubai office and questioned the $7,000 cost, Timms and Ramahi obtained a second, fabricated invoice showing a cost of 7,000 Saudi Riyal (approximately $1,900 in U.S. dollars) instead of the true cost of $7,000 in U.S. dollars.
They directed FLIR’s local third-party agent to provide false information to the company to back up their story that the original submission was merely a mistake.
Ramahi and Timms also falsely claimed that FLIR’s payment for the world tour had been a billing mistake by FLIR’s travel agent, and again used false documentation and FLIR’s third-party agent to bolster their cover-up efforts.
Timms and Ramahi are U.S. citizens who reside in Thailand and the United Arab Emirates respectively.
The SEC’s order finds that they violated the anti-bribery provisions of Section 30A of the Securities Exchange Act of 1934 and the internal controls and false records provisions of Section 13(b)(5) and Rule 13b2-1 of the Exchange Act.
The SEC’s order further finds that Timms and Ramahi caused FLIR’s violations of the books and records provisions of Section 13(b)(2)(A) of the Exchange Act.
Without admitting or denying the findings, Timms and Ramahi consented to the entry of the order and agreed to pay financial penalties of $50,000 and $20,000 respectively.