CGU updates the concept of an Integrity Program
Recently, the Office of the Comptroller General (“CGU”) published the second edition of the “Integrity Program Guide: Guidelines for Private Companies” (“Guide“), which aims to update the concept of an Integrity Program vis a vis recent regulations: the Anti-Corruption Law update, through Decree No. 11.129/2022 (“Decree”), Law No. 14.133/2021 (Bidding Law), and ESG-related topics (Environmental, Social and Governance).
The main new features include the broadening and deepening of the topics to be included in integrity programs, aimed at fostering and maintaining a culture of integrity. Also noteworthy is the inclusion of ESG issues and the definition of a minimum structure of seven elements for an integrity program, in contrast to the five pillars provided in the previous guide (link):
1. Clear support from senior management;
2. The existence of an internal body responsible for implementing the Integrity Program;
3. Carrying out a risk analysis that expressly considers integrity risks;
4. Code of Ethics, or equivalent document in Portuguese;
5. Policy or procedure that expressly prohibits granting undue economic or otherwise advantages to public officials.
6. Training
7. Reporting channel, available in Portuguese.
We highlight CGU’s clear position that integrity programs can no longer be limited to preventing, detecting and remedying acts of corruption and fraud. An up-to-date integrity program must more broadly address the fight against other ethical deviations, including disrespect for rights, values and principles that could affect companies’ trust, credibility, and reputation.
Moreover, according to the Guide, an up-to-date integrity program should adopt positive measures (not just repressive ones) to promote ethics, respect for human and social rights and preservation of the environment, as an instrument that supports the company’s search for a purpose.
The Guide is of great importance for private companies, both from the point of view of good practices, since it reiterates the need to update integrity programs in the face of recent innovations and because it provides transparency and predictability about CGU’s vision and actions concerning the issue. Remember that the CGU is responsible for evaluating integrity programs in certain situations and, if necessary, sanctioning companies that violate the Anti-Corruption Law.
This bulletin is for information purposes only and should not be relied upon to obtain legal advice on any of the topics covered here. For additional information, please contact the leaders of the Antitrust, Administrative and Anti-Corruption Law team.
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