Integrity guidelines for compliance of the companies criminal liability law

In December 2017, Argentina enacted an innovative law on criminal liability of legal persons. The art. 22 of said norm established the possibility for legal persons to implement integrity programs consisting of the set of actions, mechanisms and internal procedures for the promotion of integrity, supervision and control,

aimed at preventing, detecting and correcting irregularities and unlawful acts included in the law. said law. These integrity programs must be related to the risks inherent to the activity carried out by the legal entity, its size and economic capacity.

The art. 23 of the standard establishes the minimum contents of integrity programs, consisting of: a) A code of ethics,

b) Specific rules and procedures to prevent unlawful acts in the context of tenders and bidding processes, in the execution of administrative contracts or in any other interaction with the public sector, and

c) Periodic training on the integrity program for directors, administrators and employees.

Likewise, the integrity programs may also contain periodic risk analysis and the consequent adaptation of the integrity program; the visible and unequivocal support for the integrity program by senior management and management; the internal channels for reporting irregularities, open to third parties and properly disseminated; a whistleblower protection policy against reprisals; an internal investigation system that respects the rights of those investigated and imposes effective sanctions on violations of the code of ethics or conduct;

procedures that prove the integrity and trajectory of third parties or business partners, including suppliers, distributors, service providers, agents and intermediaries, when hiring their services during the commercial relationship due diligence during the processes of corporate transformation and acquisitions, for the verification of irregularities, of unlawful acts or of the existence of vulnerabilities in the legal entities involved; the monitoring and continuous evaluation of the effectiveness of the integrity program; an internal manager in charge of the development, coordination and supervision of the integrity program; the fulfillment of the regulatory requirements that on these programs dictate the respective authorities of the

national, provincial, municipal or communal police power that governs the activity of the juridical person.

It is convenient to emphasize that these integrity programs are mandatory for most of the contracts with the National State.

The Regulatory Decree of the Law on Corporate Criminal Liability established that the Anticorruption Office should establish the guidelines and guidelines that are necessary for the best compliance with the provisions of the aforementioned articles.

On October 4, 2018, the Anticorruption Office has finally established said guidelines through Resolution 7/2018. In light of the aforementioned legislative history, the rule is of undoubted importance, usefulness and convenience for companies.

Among other elements, the guidelines highlight the greater demand for larger companies that can afford more sophisticated and complex programs.

The standard contains a sequence of steps and keys for the design and implementation of the programs in order to facilitate their adoption. Also, the standard provides an interesting and long list of circumstances that reveal the ethical climate of an organization and the possible indicators of lack thereof.

The guidelines also contemplate the possible contents of a comprehensive Code of Ethics that should be considered not only as a response to the Law of Corporate Responsibility but as a pillar of the correct

behavior of all the members of the organization in all relevant aspects

On the other hand, guidelines are provided to ensure integrity in bidding processes, in the execution of administrative contracts and in other interactions with the public sector. In this sense, the law especially addresses the treatment that should be given to gifts and hospitalities with respect to public officials, expressly recalling the scope of Decree 1179/16 which considers prohibited the gifts made on the occasion or occasion of the functions, except those of diplomatic custom or courtesy.

In addition, the standard provides some tools for the implementation of periodic training on integrity programs for directors, administrators and employees.

In order for integrity programs to be effective and have credibility, it is necessary that behaviors that are contrary to the ethical rules of the organization be detected and that there is a perceived reaction to them in a firm and fair manner. For these purposes, it is important to establish an internal channel of complaints so that employees and third parties can report violations of the Code of Ethics or other policies regarding conduct, principles, values or illegal acts, confidentially and anonymously, and without fear of reprisals. To this end, the standard establishes some guidelines and recommendations for the correct implementation of these channels. The same also makes the rule regarding whistleblower protection policies against possible reprisals.

With regard to internal investigations, the regulation provides some directives for an implementation that balances the same with labor rights and the protection of privacy, privacy and dignity. There are cases of unquestionable practical validity such as access to locked drawers or cabinets or the implementation of video surveillance in offices or productive sectors.

The guidelines contemplate on the other hand the index of third parties potentially covered by the need to verify their integrity and trajectory, as well as the procedures for the implementation of due diligence in these cases. Actions to be deployed in due diligence processes in M & A operations are also contemplated

In certain organizations of large dimensions, it is impossible to conceive an adequate structuring of an

integrity program without a person or team with full-time responsibility for its development, implementation and operation. For this the norm contemplates the generic figure of the “internal manager” and a series of functions ascribed to such position.

The periodicity in the control of risks is essential for an integrity program to permanently corroborate if what was appropriate in the past continues to be so in the present. In this sense, the standard contemplates some guidelines that contribute to this update. Intimately linked to this point appears the monitoring and continuous evaluation of the programs and the actions to be taken in that sense.