Directive 005 of 2025, issued by the Bogotá Legal Secretariat, establishes the guidelines to be observed by national non-profit entities supervised by the Mayor’s Office of Bogotá regarding the adoption of a Transparency and Business Ethics Program (PTEE), under a risk-based approach.
1. Repeal of Prior Regulations
With the entry into force of Directive 005 of 2025, Circular 058 of 2022, as well as Circulars 013 of 2023 and 013 of 2024, which amended it, are hereby fully repealed.
2. Non-Binding Nature of the Guidelines
It should be noted that the provisions set forth in Directive 005 of 2025 currently have the nature of non-binding recommendations and, therefore, are not mandatory for non-profit entities until the Administrative Department of the Presidency of the Republic (DAPRE) issues the corresponding guidelines, as contemplated therein.
Once DAPRE issues such guidelines, the recommendations contained in the Directive may become mandatory. In this context, the Directive serves as a reference framework that enables non-profit entities to anticipate potential compliance obligations and to progressively adopt the measures contemplated therein, which may also be regarded as a good practice.
3. Alignment with Existing Risk Management Systems
Non-profit entities that have already implemented risk management systems may align such systems with the PTEE set forth in the Directive, provided that such systems are consistent with the applicable risk level and the guidelines established therein.
4. Risk-Based Approach
Directive 005 of 2025 classifies non-profit entities into three risk levels, taking into account criteria such as revenues, assets, the nature of operations and contractual relationships:
4.1. Low Risk
Entities with total revenues equal to or below 3,000 SMMLV or total assets equal to or below 5,000 SMMLV.
4.2. Medium Risk
Entities that meet any of the following criteria:
- Revenues exceeding 3,000 SMMLV and up to 10,000 SMMLV.
- Assets exceeding 5,000 SMMLV and up to 15,000 SMMLV.
- Entities carrying out international transactions, transactions with high-risk sectors or with public entities, where the transaction value is equal to or below 1,000 SMMLV.
4.3. High Risk
Entities that meet any of the following criteria:
- Revenues exceeding 10,000 SMMLV.
- Assets exceeding 15,000 SMMLV.
- Entities carrying out international transactions, transactions with high-risk sectors or with public entities, where the transaction value exceeds 1,000 SMMLV or involves multi-year commitments.
5. PTEE Requirements According to Risk Level
5.1. Low and Medium Risk
Entities classified under these risk levels must implement a Transparency and Business Ethics Program (PTEE) that includes, at a minimum:
5.1.1.
A due diligence process.
5.1.2.
A clear statement of zero tolerance towards corruption and/or transnational bribery (C/TB).
5.1.3.
Appointment of an ethics and transparency officer, who may be the legal representative or a person designated by them.
5.1.4.
Implementation of a reporting or whistleblowing channel administered by the ethics and transparency officer.
5.1.5.
Annual dissemination of the Transparency and Business Ethics Program (PTEE).
5.1.6.
For medium-risk entities, implementation of annual training on ethics and prevention of corruption and/or transnational bribery (C/TB) risks.
5.2. High Risk
Entities classified as high risk must implement an enhanced PTEE, which should include, among others, the following elements:
5.2.1.
Application of enhanced due diligence procedures.
5.2.2.
Appointment of an independent Compliance Officer.
5.2.3.
Implementation of a reporting or whistleblowing channel administered by the Compliance Officer.
5.2.4.
Dissemination of the PTEE and delivery of training sessions at least twice (2) per year.
5.2.5.
Implementation of systems for the identification, management, detection and reporting of corruption and/or transnational bribery (C/TB) risks.
5.2.6.
Adoption of specific policies, as applicable, regarding:
- Public procurement
- Donations
- Political campaign financing
- Gifts, travel and entertainment
- Lobbying activities, as applicable.
5.2.7.
Adoption of a Code of Ethics, as well as a document retention and archiving protocol.
6. Appointment of the PTEE Responsible Officer
Each non-profit entity must formally appoint the person responsible for the implementation and compliance of the Transparency and Business Ethics Program (PTEE) and inform the competent inspection, surveillance and control authority, attaching the corresponding supporting documentation.
6.1. Low- and Medium-Risk Entities
For entities classified as low or medium risk, the responsible officer may be the legal representative, their alternates or a designated third party. It is recommended that such individual does not form part of management bodies, audit functions, internal control or statutory audit bodies.
6.2. High-Risk Entities
For entities classified as high risk, it is recommended to appoint a Compliance Officer who is not the legal representative and does not form part of management, governing, audit, internal control or statutory audit bodies.
The Compliance Officer should:
- Have sufficient autonomy in the performance of their duties.
- Maintain direct communication with the board of directors or the highest governing body.
- Possess adequate knowledge of corruption and/or transnational bribery (C/TB) risk management.
- Be domiciled in Colombia.
- Not serve as Compliance Officer in more than ten (10) entities.
This function may be outsourced, provided that the guidelines established in the Directive are duly observed.
At Lloreda Camacho & Co, We remain at your disposal to address any questions and to provide support in the early assessment of your organization’s level of exposure, as well as in the gradual adoption of the measures set forth in Directive 005 of 2025