Transparency and business ethics program

External Circular 100-000011 of 2021.

The Superintendence of Corporations modified the regulation on Transparency and Business Ethics Programs (TBEP), with the purpose of broadening the scope of application and deepening the minimum requirements to guarantee its effectiveness. This circular was included in Chapter XIII of the Basic Legal Circular of the Superintendence of Corporations.

Companies required to implement TBEP

Among the provisions of the External Circular, it is established that those that must implement TBEP are the supervised companies that as of December 31 of the previous year have carried out transactions with foreign individuals or corporations for values equal to or greater than 100 Minimum monthly wages, and also those that obtained income or have total assets of 30.000 Minimum monthly wages.

As new subjects obliged to the implementation were included those companies that have Total Income equal or higher than 3.000 Minimum monthly wages or have Total Assets equal or higher than 5.000 Minimum monthly wages that belong to the following sectors:

- Infrastructure and construction

- Pharmaceutical

- Manufacturing

- Information and Communications Technology

- Mining-Energy

- Vehicle, parts and accessories trade sector

- Financial services auxiliary activities sector

In addition, those corporations contracting with the State for contracts equal to or greater than 500 SMMLV were included.

Deadlines for compliance with the stipulations of External Circular 100-000011 of 2021

The Companies that as of December 31 of each year meet the conditions set forth in the External Circular 100-000011 of 2021, shall have until May 31 of the following year to adopt the respective TBEP. The Obligated Companies must send an official notice to the Superintendence of Companies within fifteen (15) days after the expiration of the term for the adoption of the TBEP, informing about their status as Obligated Company.

The Obliged Entity shall inform in writing to the Superintendency of Corporations, addressed to the Office of Economic and Corporate Affairs, within fifteen (15) days following the appointment, the name, number, identification, e-mail and telephone number of the Compliance Officer.

Sanctions

Failure to comply with the provisions of the External Circular 100-000011 of 2021 shall give rise to the appropriate administrative actions and the imposition of the pertinent administrative sanctions on the Obligated Entities, their Compliance Officer, their statutory auditor or their administrators, in accordance with the provisions of numeral 3 of article 86 of Law 222 of 1995 and numeral 23 of article 7 of Decree 1736 of 2020, without prejudice to the actions that correspond to other authorities.