Recent Developments from the Serious Fraud Office

SFO refreshes its Guidance on Evaluating a Corporate Compliance Programme

The Serious Fraud Office (SFO) has released “refreshed” guidance on evaluating corporate compliance programmes ("2025 Guidance"), replacing its 2020 predecessor ("2020 Guidance"). This new guidance provides a continued signalling of the SFO’s expectations and enforcement strategy for corporates facing investigation or prosecution.

What does the 2025 Guidance say?

Under the 2025 Guidance the SFO will assess the effectiveness of an organisation’s compliance programme in six key scenarios: prosecution decisions, deferred prosecution agreements (DPAs), DPA terms and monitorships, statutory defences to bribery and to fraud offences, and sentencing. It now covers both the Bribery Act 2010 and the new “failure to prevent fraud” offence under the Economic Crime and Corporate Transparency Act 2023 (ECCTA), reflecting the expanding landscape of corporate criminal liability.

Key Changes and Comparisons with the 2020 Guidance

• Broader Scope: The 2020 Guidance focused almost exclusively on bribery prevention and the “adequate procedures” defence. The 2025 Guidance incorporates the ECCTA’s “reasonable procedures” defence for the corporate offence of failure to prevent fraud and applies to a wider range of corporate offences.

• Emphasis on Practical Effectiveness: While both versions stress that compliance must be more than a “paper exercise,” the 2025 Guidance goes further. The SFO will now scrutinise not just the existence of policies, but how they are embedded in corporate culture and day-to-day conduct. The guidance warns (and reminds) organisations that policies alone are insufficient, and that what matters is whether compliance is genuinely effective in practice.

• Principles-Based but Tailored: The 2025 Guidance reflects the Ministry of Justice’s six guiding principles upon which all compliance-based processes and procedures should be based for prevention of bribery, tax evasion and fraud offences: top-level commitment, risk assessment, proportionate risk-based prevention procedures, due diligence, communication (including training), and ongoing monitoring and review.

• Practical FAQs and International Context: The 2025 Guidance includes a dedicated FAQ section and now references international standards (such as the US DOJ and French AFA guidance), encouraging corporates to benchmark against global best practice. Some of the key takeaways in that section include that:

  • "Isolated compliance failures do not inevitably mean that a compliance programme is ineffective or anti-bribery and anti-fraud procedures were inadequate";

  • There should be "sufficient systems and controls against circumvention";

  • The SFO will "dig behind generalities", "challenge high level assertions" and "obtain information from a variety of sources about the organisation’s compliance programme". 

Although these indications are unsurprising, and expected, the tone of the 2025 Guidance dovetails with the SFO’s recent corporate cooperation guidance (see our article here) which sets out what the SFO expects from organisations seeking credit for cooperation. Both documents stress the importance of transparency, early engagement, and the provision of substantive evidence - not just policies, but proof of implementation and impact. The SFO’s approach remains that genuinely proactive, effective and cooperative compliance are essential for organisations seeking to avoid a prosecution.

Does This Mark a Significant Change?

The “refreshed” 2025 Guidance does not represent a significant step-change in tone or expectation. Instead, it reinforces the core principles that organisations are now familiar with: for its compliance procedures to be risk-based, proportionate and regularly reviewed. 

Organisations can be satisfied that tick-box approaches and compliance on paper are not going to be well received, and how policies translate on the ground remains key to the SFO's focus. By explicitly linking compliance effectiveness to both prosecution and DPA decisions, and by raising the bar for what counts as “cooperation,” the SFO is continuing its signalling of a tougher, more sophisticated enforcement environment.

The SFO’s 2025 Guidance is a clear call to action for corporates: compliance must be real, robust, and demonstrable. It makes clear that there is "no set of preordained answers that entitle an organisation to (or disqualify it from) a specific result, decision or recommendation that its compliance programme is effective. The SFO’s assessment will be a holistic one, based on the organisation’s individual circumstances." In an era of expanding corporate liability, heightened enforcement activity and calls for whistleblower incentivisation, organisations should consider reviewing their programmes - and practical effect - to ensure they would meet the SFO’s expectations.

New momentum in the trend for UK whistleblowing incentives?

There has long been much talk of financial incentives and a number of enforcement bodies, including the SFO, have been vocal about their benefits. The SFO’s Annual Report for the year 2024-2025 highlighted that just over 10% of those disclosures came from whistleblowing. In recognition of this, the SFO has for some time called for whistleblowers to be financially incentivised, acknowledging that individuals who do “blow the whistle” often do so at significant personal risk and sacrifice in the name of “the public interest”. 

The SFO’s commitment to reform in this area was included in its 2025-2026 business plan but HM Revenue & Customs (HMRC) has taken the first concrete step and will now offer financial rewards for informants “blowing the whistle” on serious tax avoidance or evasion. The financial rewards on the table are not insignificant and could reach up to 30% of the tax collected if the tipoffs lead to a collection of at least £1.5million. 

It remains to be seen how the SFO envisages implementing such reform in practice. In practice therefore, the implementation of any UK reward-based schemes is still in its infancy. However, HMRC’s practical application of such a scheme may provide some impetus for a wider change in direction amongst UK enforcement bodies. This trend would align the UK more closely with a US style approach where US agencies have regularly awarded significant payments in incentives.

Though a significant development, the UK is still a long way off taking the lead in this field and while HMRC has taken a step towards implementation, it has nonetheless indicated that such payouts would be handed out at its “discretion” and would not be “guaranteed”.  

If you would like to discuss the implications of these developments and the steps your business might take to mitigate the consequent risks, please contact Guy Bastable, Andrew Matheson, Sam Aldous, Thomas Hubbard or Marie-Elizabeth Bailey in Burges Salmon’s Corporate Crime & Investigations team.

This article was written by Marie-Elizabeth Bailey, Nick Mills and Thomas Hubbard.