Royal Dutch Shell plc ("Shell"), is an oil and gas company, headquartered in the Netherlands. Shell International Exploration and Production Inc. ("SIEP") is a Delaware company with headquarters in Houston, Texas, and is a wholly owned indirect subsidiary of Shell. Shell Nigerian Exploration and Production Company Ltd. ("SNEPCO"), a wholly owned subsidiary of Shell, was a Nigerian company with headquarters in Nigeria.
Bonga was the first deepwater oil and gas field project in Nigeria. From in or around 1999 to in or around 2005, the development of the Bonga field was in the planning and construction phase and was referred to as the Bonga Project. SNEPCO oversaw the project execution, but the Bonga Project was staffed and supported by personnel from other Shell subsidiaries, including SIEP.
In order to complete construction of the field, contractors working with SNEPCO needed to transport and import numerous items, including tools and materials, into Nigeria. The contractors hired an agent to coordinate all of the necessary customs clearance activities. The agent paid bribes to Nigerian Custom Service (NCS) officials to expedite the delivery of materials by inducing the officials to circumvent the official Nigerian customs clearance process and to provide an improper advantage with respect to the importation of certain tools and materials that were imported into Nigeria. The agent invoiced the contractors for the bribes that it paid to the NCS officials and characterized the payments as, among other things, "local processing fees" or "administration/transport charges." The contractors then sought reimbursement from SNEPCO for these charges.
In total, approximately $3.5 million in suspicious payments were made to Nigerian customs officials. Approximately $1.8 million of these payments were for "local processing fees" and "administrative/transport charges" related to the agent's clearance activities. SIEP, on behalf of Shell, authorized reimbursement of approximately $2.5 million of these payments.
On November 4, 2010, Shell and SIEP consented to the entry of an administrative cease and desist order permanently enjoning SIEP from violating the anti-bribery provisions, and permanently enjoning Shell from violating the books and records, and internal controls provisions of the FCPA. Shell and SIEP are jointly and severally liable to pay disgorgement of $14,153,536 and prejudgment interest of $3,995,923.
In a related action, the DOJ entered into a three year deferred prosecution agreement with Shell Nigerian Exploration and Production Company Ltd. ("SNEPCO"). Under the DPA, SNEPCO agreed to pay a $30,000,000 criminal penalty.