St. Louis, Missouri
January 6, 2005
Monsanto Company (NYSE: MON) today announced it has resolved
U.S. Securities and Exchange Commission (SEC) and U.S.
Department of Justice (DOJ) investigations related to Monsanto's
discovering and reporting to the SEC Staff and DOJ improper
payments and related financial irregularities in connection with
the Company's Indonesian affiliates.
In its
settlement with the SEC, Monsanto shall cease and desist from
any further violations of the Foreign Corrupt Practices Act
(FCPA) and pay a penalty of $500,000. Monsanto also agreed to
retain for a period of three years an independent compliance
consultant to review and evaluate the Company's policies and
procedures to ensure compliance with the FCPA.
Under the
Deferred Prosecution Agreement (DPA) with DOJ, which is subject
to judicial approval, Monsanto agreed to: pay a penalty of $1
million; continue the Company's compliance program, which is
mandatory for all employees; and retain an independent
compliance consultant. The DPA requires that for three years the
independent consultant review the Company's policies and
procedures as they relate to FCPA compliance. If the Company
complies with the terms of the agreement for three years, the
charges deferred under the DPA will be permanently dismissed.
The DPA and the SEC Order both reference Monsanto's cooperation
with the government's investigations.
"Monsanto
accepts full responsibility for these improper activities, and
we sincerely regret that people working on behalf of Monsanto
engaged in such behavior," said Monsanto's General Counsel
Charles W. Burson. "The Company has taken remedial actions to
address the activities in Indonesia. At every stage of this
process -- beginning with our voluntary disclosure and
throughout the governmental investigations and settlement
process -- Monsanto has been fully cooperative, and has made
clear that improper activities will not be tolerated by the
Company. We are pleased today to begin the process of putting
these matters to rest."
The
settlement with DOJ centers on an illegal $50,000 payment in
2002 to an Indonesian government official made by a former
outside consultant of the Company's Indonesian affiliates at the
direction of a former U.S.-based senior Monsanto manager. The
payment, which the senior Monsanto manager told the consulting
firm employee not to discuss with any other Monsanto employee,
was made to influence an Indonesian official to repeal or amend
an unfavorable decree that was likely to have an adverse effect
on Monsanto's business in that country. Despite the payment, the
official never repealed or amended the decree. The books and
records violation stems from the fact that the senior Monsanto
manager and outside consultant presented false information to
obtain a reimbursement for the improper payment which, in turn,
was recorded as a legitimate business expense.
The SEC Order
includes charges for the aforementioned $50,000 payment and
related books and records and internal controls violations. The
Order also includes additional charges for books and records and
internal controls violations involving a series of illegal or
questionable payments totaling at least $700,000 made to various
Indonesian government officials between 1997 and 2002. These
payments were financed, in part, through unauthorized,
improperly documented, and inflated sales of Monsanto's
pesticide products in Indonesia. During this period, the
Indonesian affiliates violated the accounting policies,
controls, and procedures of Monsanto.
Monsanto
became aware of financial irregularities in its Indonesian
affiliates in 2001. Monsanto began an internal investigation,
which continued at the direction of the Board of Directors. The
Company voluntarily notified the SEC Staff and DOJ of the
results of this investigation, and disclosed the books and
records and compliance irregularities involving the Indonesian
affiliates. Subsequent governmental investigations revealed the
$50,000 payment to the Indonesian official. Monsanto updated its
disclosures as this additional information was developed, and
cooperated with both the SEC and DOJ throughout their
investigations.
Since
learning of the irregularities, Monsanto has terminated those
employees involved with the improper activities, as well as the
outside consultant. The Company has also revised its accounting
treatment of subject transactions, restructured its Indonesian
affiliates, appointed a new Director of Business Conduct, and
implemented an improved and expanded FCPA compliance program
worldwide.
Net combined
revenues from customers in Indonesia were less than 1 percent of
total corporate revenues during the past four years.
Monsanto
Company is a leading global provider of technology-based
solutions and agricultural products that improve farm
productivity and food quality. |