The company PROCONSULT – Projetos, Consultoria e Montagens Ltda., founded in the Capital of the State of Minas Gerais, in 1996, has always sought to practice engineering with quality and responsibility. The headquarters are located at Rua Artur Joviano nº 52, Cruzeiro neighborhood, in Belo Horizonte/MG. In 2023, we completed 27 years of good service to our customers.

 

PROCONSULT is a medium-sized company, whose employees and directors develop contracts for various public bodies and/or private companies. The company has clients in public and private areas in the State of Minas Gerais and other States of the Union.

 

Complying with legal requirements and aiming to improve the Contractor/Contractor relationship, we created an Anti-Corruption Compliance Policy for the company, in accordance with Law no. 12,486, of August 1, 2013, which will apply to all employees and administrators. Furthermore, our suppliers, service providers and customers are expected to act in a similar and equal manner.

 

The term Compliance, which could initially be understood as “following the rules”, in the case of large Brazilian companies also came to mean “following the anti-corruption law”, since the Brazilian law that established it in our country became known as Anti-Corruption Law.

 

For many years now, in our country and around the world, it has been common for us to follow several cases of corruption at high levels. This corruption can occur in different economic segments and, due to it, many companies end up with their image and reputation damaged.

 

These cases occur at various levels of business: in the political sphere, in the construction segment, in the medical sphere, in short, in almost all spheres of governance, sizes and segments, where there is a need to know and practice Compliance in day-to-day activities the day-to-day activities of organizations. It is also understood as a basic business standard in which actions are available that guarantee the creation of ethical and transparent relationships between companies and also with the Public Authorities.

 

Compliance for companies linked to the construction sector (execution, and/or projects; or projects and execution), whose main concept is the generation of business value, ensures the company's survival. Many factors end up resulting from the financial impacts that a company without governance may suffer:

Lack of normative guidelines;

Lack of adequate prevention tools;

Misalignment with applicable legislation;

Information system without structured operations;

Management of failed processes.

 

Compliance management can and should be used by public or private companies, of different sizes and segments, that wish to act ethically, morally and promote human, social, economic and financial development.

 

Compliance Program Management

The adoption of a Compliance and risk management program makes companies transparent, demonstrates that there are ethical conducts and serves to highlight the existence of good corporate governance practices, that is, that there is a set of processes by which companies are managed .

 

Fundação Getúlio Vargas makes important comments regarding the implementation of Compliance in Brazil following the publication on August 1, 2013, of Law 12,846, which sought to include the fight against corruption in the public service in our country's government program and reinforce the international commitment assumed in Decree 3,678, of November 30, 2000, which promulgated the Convention on Combating Corruption of Foreign Public Officials in International Commercial Transactions of the Organization for Economic Cooperation and Development (OECD) and also Decree 5,687/06 published by the United Nations (UN) Convention against corruption, adopted by its General Assembly on October 31, 2003 and signed by Brazil on December 9, 2003.

 

Law 12,846/13, which ended up known as the Anti-Corruption Law, provides for the objective, administrative and civil liability of legal entities for the practice of harmful acts that are committed in their interest or benefit, against the public administration, national or foreign. This law seeks to fill a gap in punishments that only fell on public agents (corrupt) and did not affect those who facilitated the act (companies and others involved). As harmful acts, we can mention:

Bribery of national or foreign public agents;

Fraud in bidding processes and hindering the investigation or inspection activities of national or foreign public bodies, entities or agents, the so-called Public Agents;

Attacking national or foreign public property;

Attacking principles of national or foreign public administration;

Violate the international commitments assumed by Brazil.

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Compliance Management is an integrated solution to manage the challenges of commitments to integration policies and training processes and is supported by the promotion and communication of ethical culture, both for the organization and for stakeholders, as a Compliance program is a corporate tool which, for its implementation, will have to be based on business ethics and integrity as its greatest value.
It is the duty of the PROCONSULT professional to try to acculturate and raise awareness to comply with current regulations, in addition to making essential efforts to manage business. Therefore, this Management aims to develop experiences so that managers and users promote ethical culture in an efficient and effective way, eliminate risks of conduct that could affect the image and reputation of our company and, to this end, it is necessary to have intelligent management of the process of Compliance, internal controls and communication. However, it must be very clear that this management will not only cover our company, but also our suppliers, our operations, transactions, products and services; as well as our employees, partners and service providers.
 
Our employees must follow our integration and training policies, our organizational culture and, above all, know how to communicate with each other. For all these reasons, it is necessary to determine what the Seven Pillars of Compliance are, these same pillars that will fully support our program:
 Know the organization;
 There is commitment from senior management;
 There is autonomy of the responsible body;
 Profile and risks analyzed correctly;
 Rules and instruments developed correctly;
 Team and management correctly develop internal and external communication;  There must be continuous monitoring.
 
The main characteristics of this type of management are:
 Clear and effective communication to disseminate knowledge to all levels of our company, broadly and correctly;
 There is a Compliance Program with a code of ethics and integrated and automated policies to update and adequately disclose all of our company's actions;
 Automate controls so that all team members, employees and management, have the same code of conduct to resolve their conflicts of interest;
 There must be an integrated solution that must be the central panel of the program's initiatives by the Compliance team.
 
Both management and employees must know how to use this Compliance management, that is:
 Have access to program documents and deal with their queries virtually, in real time;
 Discuss conflicts of interest as they arise;
 Register, through any means chosen and made available to our company, meetings with public agents;
 Periodically research the company’s ethics and culture;
 Have signed a Term of Commitment to the Code of Ethics and Conduct at the beginning of the program.
 
When dealing with public or private administration, our company does not allow anyone inside or outside it to seek advantages to hire any type of service that PROCONSULT may develop.
 
Our company has always guaranteed and will guarantee that its employees DO NOT accept undue or pecuniary advantages offered or requested during their hiring, in addition to only allowing these negotiations to take place in the presence of more than one company representative and another public agent.

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Compliance and ethics in outsourced companies must take into account their importance to ensure that contracts with the Public or Private Administration are fulfilled/executed by these companies in an impartial manner, without irregularities, fraud, corruption and respecting ethics, the good faith of contracts, market and societal norms.
 
These harmful acts that our company seeks to avoid are interested in:
 Ensure the execution of contracts in accordance with the law and our standards;
 Seek to reduce integrity risks linked to contracts;
 Provide greater security and transparency in its execution;
 Seek to achieve greater performance for our company and its people;  Seek to guarantee quality in our contractual relationships.
 
To this end, when negotiating a contract with the Public or Private Administration, our company always keeps in mind what is active and passive corruption under the Law. Passive corruption is that in which a public official – an active agent of the crime – due to of the position held by you, even before assuming it or outside of your role, makes any request, receives or accepts undue advantages for yourself or another person, directly or indirectly, this type of corruption is a crime, and is present in the Penal Code . Active corruption, also present in the Penal Code, is a very important issue related to crimes committed in Brazil. This is a crime that is independent of passive corruption.
 
We believe that in our country the Compliance program has already reached great importance, as the State needed a compliance mechanism that would be its advisor and supervise entities step by step with the ultimate aim of preventing problems.
 
Although Compliance has been in Brazil for some time, there is still work to be done, as it shows administrators the need to be attentive not only to traditional internal control, risk management and Compliance measures, but also to the ESG agenda.
 
The cases that occurred in the last decade could have been avoided if Compliance regulations and fiduciary duties were followed:
 Zeal for a more ethical and honest culture;
 Existence of greater understanding of corporate governance as an evolutionary journey;
 Application of new concepts of diligence and social interest together with current agendas of the new economy, especially related to environmental, social and governance issues related to the ESG agenda.
 
The Anti-Corruption Law seeks to highlight ethical values in business conduct. Companies began to be held responsible for their illicit conduct, regardless of intent or fault on the part of administrators. In this way, the consolidation of Compliance occurred with the possibility of reducing the penalty under the legislation for companies that have internal control programs that ensure compliance with the rules to combat possible irregularities.
 
As the text of the law says, in its articles 1, 2 and 7, item VIII:
Art. 1 This Law provides for the objective administrative and civil liability of legal entities for carrying out acts against the public administration, national or foreign.
Art. 2 Legal entities will be held objectively responsible, in the administrative and civil spheres, for the harmful acts provided for in this Law carried out in their interest or benefit, exclusive or not.
[...]
Art. 7 The following will be taken into consideration when applying sanctions:
[...]
VIII - the existence of internal mechanisms and procedures for integrity, auditing and encouraging the reporting of irregularities and the effective application of codes of ethics and conduct within the legal entity.
 
 
This law seeks to ensure that legal entities that cause damage to the treasury, even if not for their own benefit, are penalized. The legislator created Compliance as a tool to help combat corruption and also as a mitigating factor when determining the penalty, motivating businesspeople to increasingly implement the integrity program in their companies.
 
The terms “Compliance and Integrity” aim to guarantee ethics at all levels of activity, acting transparently with its employees and the entire supply chain. They seek to show that:
- Business conduct must adopt principles and values to strengthen the culture of ethics;
- The procedures must be extended to partners, checking their status-quo in relation to possible involvement in reprehensible situations;
- Focus on the correct risk analysis of the enterprise;
- Guarantee a market based on ethical values in addition to competence in conducting services.
 
Among the actions of an Integrity and Compliance team that a company should promote are:
 Confidential Ethics Line;
 Periodic training;
 Review of regulations;
 Analysis and DDR of suppliers and business partners;
 Dissemination of the culture of integrity through its professionals who volunteer and are proud to be Integrity Agents;

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 Participation in organized civil society initiatives, such as the Movement for the Integrity of the Engineering and Construction Sector (MISEC – Instituto Ethos) and the Business Pact for Integrity and Against Corruption (PEIC - Global Compact).
 
 
Corruption is a global problem that has involved – since the beginning – governments, people, public and/or private institutions and is something that harms all social spheres: the environment, free competition, public finances, international trade, democracy and republican precepts.
 
Care related to prevention must be made up of commitments that companies must establish internally, related to ethical conduct for decisions and behaviors, permeating their negotiable and operational processes, and may even adopt preventive practices related to the history of employees, suppliers and customers to , thereby, strengthening an internal and external anti-fraud culture.
 
However, in our country, Compliance is still emerging in short steps, due to the reluctance of companies that still do not trust in its effectiveness. But this does not negate the obvious: that prevention is the best medicine.
 
Concluding this topic, it is worth commenting on our understanding that corruption is a great evil, because:
 Delays economic and social development;
 Restricts the sovereign will of the people;
 Appropriates public things for private interests;
 Generates promiscuity between public and private authorities;
 Concentrates income;
 Highlights privileges and inequalities;
 Prevents the universalization of public policies and the realization of fundamental rights;
 Destroys citizenship and weakens democracy.
   
Giveaways and Gifts
 
At the end of the year festivities or on special dates, it is common for contracted companies to give gifts to employees and directors of the contracting companies, however, great care is needed when it comes to the corporate environment, as this exchange of gifts and gifts usually involves issues ethics, conflicts of interest and aspects of integrity. Therefore, in accordance with the regulations of some state-owned companies, PROCONSULT employees and management must take into account the meaning of these words and know how to act accordingly on behalf of our company:
 
Gifts are items offered as courtesy, advertising and/or customary publicity, with no commercial value or low economic value, which usually contain the logo or logo of the legal entity that gave the company a gift on the occasion of some promotion, event or celebration. This gift works as a souvenir distributed in a generalized and impersonal way, including diaries, calendars, key chains, pens, etc., and is not intended just for a specific person within the contractor.
 
Gifts are goods, services or advantages of any kind, received or offered as a courtesy, and with greater financial value, addressed to one or more particular people within the contracting party, as a result of a personal or commercial relationship, on occasion, or not , special events or commemorative dates.
 
Hospitalities are services or expenses for transportation, food, accommodation, courses, seminars, congresses, events, fairs and entertainment activities, granted with institutional interest to the contracting body or entity.
 
Other undue advantages are characterized by any type of asset, tangible or intangible, and include: money and valuables; tickets to shows or games; trips; services provision; business opportunities; jobs; promise of some advantage to a public or private agent, with the purpose of obtaining any type of irregular benefit.
 
Corporate Compliance guides employees NOT to directly or indirectly offer favors or gifts that could affect decisions, facilitate business or unduly benefit the contracted company, whatever their nature, in situations in which there is a perceived intention or expectation of obtaining undue advantage or improper influence of a public body or a private company.
 
PROCONSULT expects its professionals to know how to correctly assess whether or not the person giving the gift seeks to assess any advantage; Therefore, below we show what should be taken into account:
 Does ‘courtesy’ have a low value according to the estimate of those who receive it?

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 According to the understanding of colleagues, superiors, family, members of society, third parties and/or customers, could this ‘courtesy’ come to seem like an exchange of favors?
 Could offering a ‘courtesy’ violate any current legislation, the Code of Conduct and Ethics or any other regulations of our company?
 For the recipient, could receiving ‘courtesy’ influence their ability to make impartial decisions?
 Could there be any other expectation on the part of the contractor that something will be granted in exchange for acceptance of what was offered or delivered?
 Will offering or receiving this ‘courtesy’ represent harm or potential harm to our company’s reputation?
 
If the answer is “NO” to all of these questions, it is likely that the benefit does not constitute an undue advantage, but if any of the answers are “YES”, this could be a warning sign. When in doubt, it is always better to be “prevention than cure”.
 
The offering of gifts, giveaways and hospitality must always respect our company's internal regulations, as we seek to take care of Ethics, Anti-Corruption, Bribery and Fraud Policies, Conflict of Interest Prevention Policies and any other regulations that may harm our company.
 
In the case of applying disciplinary measures in case of violation of this document for employees and third parties, there must be a written warning to the person who committed the infraction and in the case of a repeat offense, dismissal. As for third parties and employees dismissed for this reason, the company must notify the competent authorities.
 
Compliance activities will be the responsibility of the Company's Management, which provides the telephone number +55 31 2552-8538 as an ombudsman and reporting channel.
 
Integrity Due Diligence
 
For our company that is implementing the foundations of Compliance, knowing Integrity Due Diligence is very important. So, let's go to your precepts.
 
Integrity Due Diligence (DDI) serves to preventively analyze the existence of possible risks to the company's reputation and which relate to corruption that may affect employees/managers and the integrity of relationships established with partners, suppliers, service providers, outsourced services , etc. DDI also seeks to assess whether there is any history of corrupt practices and fraud, what the current profile of the contracting company is and whether the institution is present on restriction lists.
 
The purpose of DDI is to seriously study information. And that is why we seek information about financial resources, legal issues, technological resources and others in search of security and relief for future damages that our company may suffer during its relations with partners and/or contractors who are part of our relations. commercials.
 
From then on we sought to answer this question: What is the purpose of DDI? The DDI is presented to a future partner through a questionnaire, aiming to increase the level of security in contracting services and prevent the business from taking risks. The instrument through which it is carried out — the questionnaire — is prepared by specialized professionals, supporting the analysis of the “integrity” criterion.

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The DDI seeks to emphasize to the person responsible for an institution with which the company that applies it intends to establish a partnership, that he must present all the important and necessary information about his conduct, as the result could impact the entire hiring process and end up defining the integrity of that corporation.
 
Then we ask: can this analysis help protect our company?
 
We understand that there will be many benefits when we use DDI in our company and the main ones are these:
 Reduced risks;
 Possibility of evaluating risks that could arise in a commercial relationship;
 Possibility of analyzing irregularities that our company may present and that would impact the relationship between partners;
 Reduction in the possibility of setbacks, inconveniences and impasses between partners;
 Combating corruption;
 Greater transparency in relationships between partners;
 Fewer corrupt actions, as a detailed analysis has already been carried out and there is already prior knowledge of the partner's previous way of acting;
 Reduction of the possibility of unethical attitudes from the partner;
 Making more correct decisions with DDI;
 Assistance in decision-making by the company practicing DDI, since when it is executed, the situation of a future partnership will be assessed both in terms of the financial risks that they may be taking, as well as the legal issues that would arise.
 
With DDI, our company's managers will have the necessary information to carry out their operations and will also have the chance, if necessary, to choose more appropriate, profitable and viable actions for their business.
 
Along with the application of the DDI, the entrepreneur also has the Integrity Risk Degree (GRI) and its calculation takes into account the result of applying the DDI procedure, that is, when a company completes the application of the DDI, it can find what the GRI would be, that is: high, medium or low. These levels are represented by flags:
 Green flag represents a low GRI;
 Yellow flag represents an average GRI;  Red flag represents a high GRI.
 
Its calculation evaluates integrity risk factors, which are generally: the reputation of the institution submitted to the DDI, its profile, its history, etc. In fact, failure to complete the questionnaire relating to the DDI analysis may result in the discontinuity of the commercial negotiations that were initiated between partners, making a possible partnership unfeasible.
 
As seen, DDI is an essential process for establishing objectives, for good decision-making and for ensuring security in commercial relationships established between institutions for the purpose of contracting the provision of a service. Through it, it becomes possible to ensure positive results for both the corporation that applies it and the organization to which it is submitted and, consequently, of course, for the maintenance of the partnership.

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