New ISO 37001 and new mandatory regulations on Corporate
Compliance for Banks and Financial institutions strengthen
"Soft Rules" on Corporate Compliance. Monetary
Board´s Rule JM 62-2016 determines that by February of 2018
all Banks and Financial Institutions must submit a compliance
program to the Bank Superintendence. The compliance program
requires a mandatory manual designed by each institution that will
be made public through the web ("Manual").
The Manual will outline the compliance program for Banks and
Financial Institutions and must address, as a minimum, the
appointment of a semi-external director, a separate auditing
committee, internal rules regarding Board decision making, and
rules regarding third party relationships, conflicts of interest
and client relationships, among other things. At
the same time ISO rule 37001, recently approved, will probably
become a floor on best practices for anticorruption management
systems. Corporate Compliance experts agree that this rule
brings together minimum principles and although it formally deals
with best management practices for anti-bribery, it outlines best
practices on internal policies and communication, business
partners, and management standards that coexist with other
standards. In addition to this, enhanced
penalties and criminal activities brought in 2012 through an
"anticorruption law" together with recent accusations
over graft, illegal campaign financing, money laundering as
accessory to other crimes and tax fraud in complicity with tax
authorities, have created waves of discussion regarding the role
and responsibilities of company executives and board
members. The breadth of some of these crimes together
with changing legislation over the responsibilities of a company
and its executives, including fiduciary duties that were limited
until recently to civil liability, have brought new light to the
role of management and the need to address corporate compliance as
a top priority issue. In our view, the fact that these
norms are either voluntary rules or geared to specific business
sectors will not prevent them from becoming "soft laws" a
new concept that makes them not directly binding but indirectly
enforceable as companies become liable to behave up the generally
accepted principles, brought in by modifications to the Criminal
Code that now contemplates concepts of responsibility deriving from
authorizations and consent, in addition to omissions in supervision
QIL+4 Abogados (link al area de compliance)
participated in the discussions and approval of ISO37001 and
is actively involved in compliance assessment and auditing on a
rapidly changing environment.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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