On October 15, 2024, the Office of the Comptroller General (“CGU”) published the new guide entitled “Integrity Program: Guidelines for Private Companies – Volume II” (“Guide”). The CGU recognized the need to update the previous version, which was prepared in 2015, in light of significant regulatory changes, particularly Decree No. 11,129/2022, which regulates the Anti-Corruption Law (Law No. 12,846/2013) and the New Public Procurement and Contracting Law (Law No. 14,133/2021), as well as new market practices in the field of integrity.

The CGU Guide expanded the scope of its considerations on certain topics and introduced guidelines on new issues that were not addressed in the previous version. In this regard, the key highlights of the Guide are as follows: (i) the expansion of the concept of corporate integrity by incorporating issues related to environmental, social, and governance (“ESG”) practices; (ii) the enhancement of the scope of corporate risk management, with an emphasis on the importance of accounting controls; and (iii) the introduction of new aspects related to practices for detecting integrity violations.

Accordingly, the following are some considerations regarding the highlighted topics:

1. Beyond Anti-Corruption

Unlike its predecessor, which was limited in scope to guidelines on controls, practices, and internal mechanisms aimed at mitigating corruption-related risks, the current Guide incorporates ESG dimensions into the ideal integrity program for a private company. As such, the Guide aligns more closely with international practices and market pressures, which have increasingly valued the commitment of business partners to sustainability, social responsibility, and governance-related issues.

The concept of “integrity” for the Guide, and consequently for the CGU, goes beyond strict compliance with the Anti-Corruption Law and now encompasses an organizational culture focused on corporate integrity in its broadest sense. In this context, for example, the Guide encourages the adoption of practices that promote equity and respect for human rights, as well as emphasizes the need for a more robust and transparent governance structure that fosters leadership accountability and facilitates more ethical decision-making.

The Guide imposes the need for greater commitment from companies to ensure that their integrity program is truly adequate and aligned with CGU's parameters. It also requires increased involvement and knowledge from the leadership of a private company regarding the integrity program.

2. Risk Management

One point that gained more prominence in the new CGU Guide concerns the strategic role that risk management plays in an integrity program. The Guide emphasizes the importance of conducting periodic risk mapping by private companies, taking into account the industry, regulatory environment, and interactions with the public sector. It is the responsibility of the compliance department to base the implementation of the company’s compliance program on the risk matrix and to continuously monitor the evolution of such risks.

With respect to risk management, one of the key points addressed by the Guide concerns the need for sound accounting controls. Sound accounting practices are fundamental to ensuring transparency in financial transactions, in light of recent fraud cases that have exposed a series of vulnerabilities in this area.

3. Detection of Irregularities

In addition to addressing topics related to the prevention of integrity violations, the Guide also focuses on the detection of irregularities. In this regard, the document emphasizes that private companies must be prepared to act swiftly when detecting failures or irregularities, ensuring that such issues are resolved before they cause greater harm. Furthermore, the Guide suggests the implementation of regular internal audits and independent investigations as part of an ongoing process to monitor and improve the integrity program.

Whistleblowing channels also gained prominence in the Guide. According to CGU’s recommendations, such channels must be accessible, capable of maintaining anonymity, and ensure that whistleblowers and witnesses do not face any form of retaliation. These measures are essential to encourage employees and third parties to report any suspicion of inappropriate conduct within the corporate environment.

With the new version of the Guide, the CGU reaffirms its role in promoting corporate compliance with regulatory, international, and market updates, encouraging awareness of a more holistic approach to corporate integrity.

VPBG has a specialized team and is available to address any demands related to this and other compliance matters. For more information, please contact us to ensure that your operations are in compliance with current guidelines.