Argentine Anti-corruption Office Prepares Draft Guide on Integrity Programs for SMEs

The Anti-corruption Office (“AO”) recently published the draft of a practical guide on anti-corruption integrity programs (“Draft”), in the Argentine  Government’s website of public inquiry. This Draft seeks to guide Small and Medium-sized Enterprises (“SMEs”) to put into practice the above mentioned programs, which are regulated under Law 27,401 (“Anti-corruption Law”). This Draft was subject to a public inquiry from September 24, 2019 to October 4, 2019, and it is expected that the final version will be published soon.

 

In October, 2018, the AO published the guidelines for the Integrity Programs under the Anti-corruption Law (“Guidelines”) (see https://www.marval.com/publicacion/la-oficina-anticorrupcion-aprobo-los-lineamientos-para-programas-de-compliance-13253&lang=en ). These Guidelines are meant for companies, civil society organizations, government agencies, members of the judiciary, and the expert professional community. In the Annual International Summit on Compliance, Anti-corruption and Investigations held at Marval O’Farrell Mairal on September 12,2019, Laura Alonso stated that the Guidelines will be useful for judges and prosecutors when interpreting the Anti-corruption Law.

 

Given that framework and considering the importance of the SMEs in the Argentine economy, the AO decided to develop the Draft that provides them with “specific guidelines for smaller-sized enterprises”.

 

The Draft, whose provisions are not mandatory, was drafted taking into account the provisions of the Guidelines. However, it includes “a package of tools that seeks to give SMEs advice and practical instruments so they can either analyze if they count on adequate integrity programs in accordance with their risks, economic capacity and size; or implement new programs or improve the existing ones”.

 

Following that line of thought, the Draft includes useful information such as definitions of “corruption” and of the crimes addressed in the Anti-corruption Law (see https://www.marval.com/publicacion/nueva-ley-sobre-responsabilidad-penal-de-personas-juridicas-y-programas-de-compliance-para-casos-de-corrupcion-13077&lang=en ). Furthermore, it explains the relevance of integrity programs and collective actions.

 

Regarding its contents, the Draft describes in simple terms the steps that SMEs should follow to develop anti-corruption integrity programs: (1) show the commitment of the SMEs’ top management; (2) carry out a risk assessment; (3) establish an action plan on risk mitigation and elaborate an internal document that establishes the elements of the anti-corruption integrity programs; (4) implement the integrity program according to the designed action plan; (5) measure the impact and improvement that the anti-corruption integrity program has had; and (6) guarantee the internal and external communication to keep informed both the employees and relevant third parties on the SME’s integrity procedures.

 

Additionally, the Draft addresses most of the elements for integrity anti-corruption programs detailed in the Anti-corruption Law. However, in contrast with the Guidelines, the Draft mentions different useful alternatives and mechanisms for SMEs while implementing the program’s elements to incur in fewer costs and also take into account its size. In particular, the Draft addresses conflicts of interest but does not address the following elements: (1) internal investigations’ system and (2) due diligence in M&A procedures.

 

The Draft also contains various appendices that include: a series of templates that SMEs can use to develop their anti-corruption integrity programs, a glossary with key words, a summary of the provisions of the Anti-corruption Law, and a synthesis of the main international anti-corruption and public ethics norms.

 

With this Draft, the AO moves forward with initiatives of transparency and modernization of the Argentine corporate private sector.