The Brazilian Office of the Comptroller General (CGU) published its new Guide for Integrity Programs
On October 15, 2024, the CGU (Office of the Comptroller General) published the second volume of the Guide "Integrity Program: Guidelines for Private Companies" (in Portuguese here).
The updated Guide serves as a complement to the first version (published in 2015), expanding the directives from the previous Guide with additional recommendations aligned with the new (i) legal requirements and (ii) best practices designed to strengthen corporate integrity.
(i) Legal requirements
The publication of new laws and regulations, such as Decree No. 11,129/2022 (New Regulatory Decree for the Anti-Corruption Law) and Law No. 14,133/2021 (New Public Procurement and Contracting Law), has resulted in the need for updates to the CGU's Guide.
For instance, Decree No. 11,129/2022 updated the definition of the Integrity Program to include the need to prevent improper acts as well as to promote and maintain a culture of integrity within the organizational environment.
In addition, Law No. 14,133/2021 established the obligation for winning bidders in large-scale contracts to implement an Integrity Program (art. 25, §4). The New Procurement Law also included the Integrity Program as (a) a tie-breaking criteria in bidding processes (art. 60, IV), (b) a condition for the reinstatement of debarred companies (art. 163, sole paragraph), and (c) a mitigating factor to be considered when applying sanctions (art. 156, §1).
(ii) Best practices
There is a notable expansion of the corporate integrity concept, which now includes topics related to environmental, social, and governance (ESG) best practices, and corruption prevention.
Chapter III, which discusses Considerations for Implementing an Integrity Program, reveals that the pillars for building an effective Integrity Program remain the same, including the following minimum elements:
- Visible and unequivocal support from top management;
- Existence of an internal Compliance Department;
- Conducting risk assessments;
- A Code of Ethics or equivalent document, in Portuguese;
- A policy or procedure that prohibits corruption;
- Training and communication actions; and
- A whistleblower channel in Portuguese.
Considering the above, it is recommended that the first and second volumes of the Integrity Program Guide be read together, enabling companies to develop or enhance their Integrity Programs in accordance with the current legislation and aligned with best practices.
This alert was prepared by partner Bernardo Viana and associate Matheus Leone, both from the Compliance team. They are available to clarify any questions and assess potential scenarios.