Artículos

International Standards on Compliance

Patricia

Part One

By: Leslie Ortiz Martinez

The International Organization for Standardization (ISO), is composed of several national standards bodies and is responsible for the creation of various international standards that can aim to ensure the quality and safety of products and services, simplify, and optimize processes, among many others. The field of Compliance  is no exception, and among the most important international standards on compliance are ISO37301 "Compliance Management Systems" published in 2021 that cancels and replaces ISO19600:2014, ISO 73001:2016 "Anti-Bribery Management System", as well as ISO73000: 2021 "Governance of Organizations - Guidance", which can be used as international reference guides to develop an appropriate corporate compliance program.

ISO37301-2021 is the update of the first International Standard on compliance and one of its main changes is that this new version has certain requirements with additional guidance for use based on those requirements and is certifiable. Among its objectives is to help companies develop and spread a positive culture of compliance, which it defines as "the set of values, ethics, conducts and beliefs that exist throughout an organization and that interact with the structures and control systems of the same to produce behavioral norms that are conducive to compliance", emphasizing that the sustainability of this culture depends heavily on the constant participation of company leaders to achieve their integration, as well as on the behavior and attitude of the people who work for them.

Another outstanding feature is that it can be applicable to any type of company regardless of its size or line of business, since acting as a guideline opens the possibility of adapting the compliance management system to the specific needs of each company, proposing tools to assist the correct implementation of said system. For example, the term "Compliance Function" is mentioned referring to a body either individual or collegiate that could monitor the correct application of the specific compliance policy for each company, as well as the desired parameters of conduct, since compliance is an ongoing process that must be constantly monitored and updated.

Failure to comply with the law implies a risk for companies, however, it is important to mention that this rule makes a distinction between obligations imposed and those assumed voluntarily, referring the former to those that have their origin in legal systems and the latter in internal rules created by the company itself, which may originate from its culture of organizational ethics. The risks that this standard helps to manage in areas such as finances, safety, health and the environment, among others, refer to avoiding sanctions, fines, loss of good reputation, as well as criminal risk, mentioning that they can bring benefits such as:

  • Improving business opportunities and sustainability
  • Protecting and enhancing an organization's reputation and credibility
  • taking into account expectations of interested parties
  • Demonstrating the organization's commitment to managing its compliance risks effectively and efficiently compliance effectively and efficiently
  • increasing third-party confidence in the organization's ability to achieve sustained success
  • Minimizing the risk of a breach involving costs and reputational damage.

This standard makes the important distinction between the terms “Management system" Y "Politics” of compliance, establishing that the management system is the set of elements of an organization that are interrelated or that interact to establish policies, objectives and the processes to achieve them, this includes the structure of the organization, roles and responsibilities, planning and operation, encompassing one or several disciplines. While the Policy refers to the intentions and direction of the organization and is formally expressed by its senior management or by its governing body.

Audits are an ideal means to ensure the correct application of compliance management systems, and according to this standard these can be carried out internally, externally or combined.

As a reference and for more information you can consult the standard in the following links:

https://www.iso.org/standard/75080.html

https://www.iso.org/obp/ui/#iso:std:iso:37301:ed-1:v1:es

Other Posts
  • Related Articles
  • More from Author

No hay publicaciones relacionadas.

Restructuring

Müggenburg, Gorches and Peñalosa's restructuring practice includes representation of corporate debtors, hedge funds, in various industries, etc., in restructuring proceedings and bankruptcy equivalents (insolvency proceedings).

Mergers & Acquisitions

We provide services in acquisitions, sales, mergers, spin-offs, reorganizations and co-investments, representing national and foreign clients operating in various industrial and commercial sectors.

Corporate /Transactional

At Müggenburg, Gorches y Peñalosa we provide legal services in all aspects of corporate law practice. Our group of professionals in this area has years of experience providing services to both national and international clients, with the most diverse needs and the highest standards of demand and sophistication in the service. Among our clientele are leading companies in their sectors worldwide, such as automotive, cosmetics, hotels and tourism, food industry, aeronautical industry, computer programs and systems, suppliers of the oil industry, technology, among others.

We advise our clients on the constitution of Mexican companies (commercial and civil) and associations, attending to the needs derived from the industry and/or commerce segment in which they focus their activities and their medium and long-term plans, also providing services for compliance with the regulatory requirements that may apply, including those derived from direct foreign investment, economic competition and obtaining the necessary licenses and permits for its operation. Our services also extend to the provision of corporate services within the ordinary course of business of our clients, including advice on the preparation, review and negotiation of all types of civil and commercial contracts, and the custody, updating and maintenance of corporate books. . We also provide services related to the opening and management of branches in Mexico of foreign companies.

We represent national and foreign corporate and/or investment groups in the acquisition of, and/or merger with, Mexican business entities, and on other occasions we also represent acquired Mexican entities. In both cases, we provide legal audit services to foresee possible contingencies of the operation, locate areas of opportunity and help determine the value of the company to be acquired. Likewise, in representing the acquirer, we prepare the legal documentation of the operation (specifically contracts for the sale of shares and/or association, with all its annexes and accessory contracts), and we carry out their negotiation with the counterparty. Likewise, in these cases we participate directly in the processing and obtaining of any authorizations, permits, licenses and concession titles required for the operation of our clients, and we advise on notices and notifications to government entities, including notifications of resolutions and opinions of the Federal Economic Competition Commission.

We provide advisory services for corporate restructuring and reorganization, also including international corporate groups with a presence in Mexico. In these cases we have worked in coordination with groups of financial and accounting advisors both from Mexico and abroad, and we have coordinated legal audits of subsidiaries of entities acquired in several Latin American countries (Argentina, Brazil, Chile, Colombia and Peru, among others, with local legal advisers in each case).

We advise on operations of association in participation, "joint-ventures", preparation and negotiation of agreements between shareholders, merger and spin-off of legal entities, establishment of trusts of any type, constitution of guarantees on any type of property, repurchase of shares by of companies listed on the Mexican Stock Exchange, as well as in the structure of purchase option plans and other types of specialized corporate operations.

We also provide services for the development of mechanisms that allow the efficient and effective anticipation and management of potential conflicts between shareholders; in this regard, we have represented groups of shareholders of Mexican companies in the implementation of corporate actions to defend their interests against the rest of the shareholders and the Company itself on internal corporate control issues, generally in coordination with litigation areas in matters commercial and civil.

Depending on each particular project or operation, we rely on other specialty areas of the Firm, in order to provide comprehensive services, under the highest standards of quality and efficiency.

Mergers & Acquisitions

We provide services in acquisitions, sales, mergers, spin-offs, reorganizations and co-investments, representing national and foreign clients operating in various industrial and commercial sectors.

Restructuring (Corporate and Financial)

Müggenburg, Gorches and Peñalosa's restructuring practice includes representation of corporate debtors, hedge funds, in various industries, etc., in restructuring proceedings and bankruptcy equivalents (insolvency proceedings).