Loi Sapin II in France: Managing Gifts, Hospitality & Conflicts of Interest Under the 8 Pillars

Since 2017, France’s Loi Sapin II has required large companies to run a structured anti-corruption programme. Nearly a decade on, the French Anti-Corruption Agency (AFA) continues to audit companies against it, and gifts, hospitality and conflicts of interest sit at the heart of what AFA expects to see.

This blog looks at who is in scope, what the eight pillars require and how your approvals and disclosures process can help you demonstrate that your programme works in practice.

Who’s In Scope

Article 17 of Sapin II applies to companies meeting both these tests:

1. 500 or moreemployees, or part of a group whose French-headquartered parent has 500 or moreemployees, and
2. turnover, orconsolidated turnover, of more than €100 million.

The obligations fall on senior management personally as well as on the company itself. Where a parent company is in scope, its programme must also cover its subsidiaries, including those outside France. French subsidiaries of foreign groups can also be in scope in their own right.

The Eight Pillars

Article 17 requires eight measures:

1. A code of conduct defining and illustrating prohibited behaviour
2. An internal whistleblowing system
3. A corruption risk map
4. Due diligence on clients, first tier suppliers and intermediaries
5. Accounting controls
6. Training for the most exposed managers and staff
7. A disciplinary regime
8. Internal monitoring and assessment of the measures

Where these are missing or inadequate, AFA’s Sanctions Committee can order the company to bring its programme into line and impose fines of up to €1 million for the company and €200,000 for its directors. Decisions can also be published.

Where Gifts, Hospitality and Conflicts of Interest Fit

AFA’s December 2020 recommendations expect the code of conduct to cover gifts and invitations and conflicts of interest, with concrete examples relevant to the company’s own risks. Detailed rules can sit in separate policies annexed to the code. AFA’s 2022 practical guide on preventing conflicts of interest in companies adds more detail on how to identify, declare and manage them.

But these topics are not confined to pillar #1. In practice, they leave evidence right across your programme.

Your risk map under pillar #3 should reflect where gifts, hospitality and conflicts actually arise. Keeping data on declaration and approval volumes by country, business unit and counterparty helps show that it does.

Due diligence under pillar #4 should pick up conflicts with suppliers, clients and intermediaries, such as an employee with an interest in a supplier being onboarded. You need to link each declaration to the third parties it relates to.

Accountingcontrols under pillar #5 provide a natural check on gifts and hospitality. Expenses that were never requested or approved are a red flag.

Trainingunder pillar #6 is reinforced when requesters are reminded of the relevant policy(ies) at the moment they make a request.

Under pillar #8 (monitoring and assessment), track overdue declarations, refused gifts and escalated conflicts and also retain your reports showing that your controls ran. If AFA audits you, these records show your programme not just existing, but actually working in practice.

Five Practical Tips

1. Check whether your company or group meets both Sapin II thresholds and which subsidiaries your programme needs to cover.
2. Make sure your code of conduct gives concrete gift, hospitality and conflict of interest examples drawn from your own risk map.
3. Trigger conflict of interest declarations on events such as new roles, tenders and supplier onboarding, not simply once annually.
4. Record a decision and an owner for every declared conflict, even including “no action needed”.
5. Reconcile gift and hospitality approvals against expenses to spot anything which may have bypassed the process.

How Case IQ Can help

Case IQ's Quantum Approvals & Disclosures solution runs conflict of interest declarations and gift and hospitality requests through configurable approval workflows. Each declaration and decision creates a documented trail of who declared what, who reviewed it and what was decided, so you can show the AFA that your programme operates in practice.

Book a demo of Case IQ today to see how we can help your team catch compliance risks earlier and improve your compliance programme.

Important: This post is for informational and educational purposes only. This post should not be taken as legal advice or used as a substitute for such. You should always speak to your own lawyer.

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Frequently Asked Questions

What is Sapin II in France?

Sapin II is France’s anti-corruption law. Article 17 requires certain large companies to establish an anti-corruption compliance programme built around eight measures, including a code of conduct, whistleblowing system, corruption risk mapping, third-party due diligence, accounting controls, training, disciplinary measures, and internal monitoring and assessment.

Which companies are subject to Article 17 of Sapin II?

Article 17 applies to companies that meet both of the following thresholds: 500 or more employees, or membership in a group whose French-headquartered parent has 500 or more employees, and turnover or consolidated turnover exceeding €100 million. Where a parent company is in scope, its programme must also cover its subsidiaries, including those outside France. French subsidiaries of foreign groups may also fall within scope in their own right.

What are the eight pillars of Sapin II?

The eight measures required by Article 17 are a code of conduct, an internal whistleblowing system, a corruption risk map, due diligence on clients, first-tier suppliers and intermediaries, accounting controls, training for exposed managers and staff, a disciplinary regime, and internal monitoring and assessment of the anti-corruption measures.

What does AFA expect for gifts and hospitality under Sapin II?

AFA recommends that a company’s code of conduct address gifts and invitations using concrete examples relevant to the company’s corruption risks. More detailed requirements can be established in separate policies. Organisations should also be able to demonstrate how gifts and hospitality are requested, reviewed, approved, monitored, and documented in practice.

How should companies manage conflicts of interest under Sapin II?

Companies should establish processes for identifying, declaring, reviewing, and managing conflicts of interest. Conflict controls should reflect the organisation’s risk profile and can include event-driven declarations for circumstances such as new roles, tenders, or supplier onboarding. Each declared conflict should have a documented review, decision, and responsible owner.

How can companies demonstrate Sapin II compliance during an AFA audit?

Companies should retain evidence showing that their anti-corruption controls operate in practice. This can include gift and hospitality approvals, conflict of interest declarations, screening results, refused or escalated requests, overdue declarations, accounting-control records, training records, and reports showing how controls were monitored and assessed.

How do approvals and disclosures support Sapin II compliance?

Structured approvals and disclosures help organisations operationalise controls around gifts, hospitality, conflicts of interest, and related risks. Documented workflows can show what was declared or requested, which policies or thresholds applied, who reviewed the request, what screening was performed, and what decision was made. This creates an audit trail that can help demonstrate that anti-corruption controls are operating in practice.