The corporate governance mechanisms are currently challenged amid this emergency period. Principles and good practices of corporate governance in the current scenario are essential in order to influence the improvement of decision-making processes and an effective leadership. Basic principles of corporate governance must guide deliberations and actions of partners, administrators and managers:

• Transparency: providing information to the stakeholders that are in their interest and not only the information imposed by provisions at laws or regulations.
• Fairness: treating all shareholders and stakeholders in a fair and non-discriminating manner, taking into consideration their rights, duties, needs, interests and expectations.
• Accountability: accounting for their activity in a clear, concise, understandable and timely manner, fully assuming the consequences of their acts and omissions, and acting in a diligent and accountable manner in the scope of their roles.
• Corporate responsibility: fostering the economic-financial feasibility of the organizations by reducing negative externalities and enhancing the positive ones. Taking into consideration in their business model the different capitals (financial, manufactured, intellectual, human, social, environmental, reputational) in the short-, medium- and long-term.

We recommend the members of the highest level of administration and deliberation instance (executive committee, if any, or executive board) to:

1. consider the creation of a multifunctional crisis committee (the members may include directors, finance executives and managers, human resources, information technology, communication, legal and compliance managers) to respond to the challenges imposed by the context; include a business continuity plan that encompasses the workforce, consumers, supply chain, financial liquidity, adaptation to the new laws and cybersecurity;
2. delegate authority for the qualified teams to make decisions in a quick manner, particularly in the sectors most affected by the pandemic. Such delegation does not decrease the need to continue to monitor the activities both through direct communication with the executive officers and the continuous receipt of reports;
3. review the priority of the ongoing projects and the risks to the company in the new context, including sanitary and social risks arising from the pandemic;
4. reconsider the performance appraisal and compensation policies in accordance with the organization’s financial situation. The balance of compensation must be supported by prioritizing wages (from the lowest to the highest) over supplementary compensations (either bonus or payment of dividends). It is important to consider that the lowest compensations are in majority related to people with greater financial dependence to compose the basic family income;
5. ensure that the senior management is aware of the company’s new risk matrix, updated to the context of the pandemic, and that mitigation measures should be suggested, discussed and approved by the relevant governance authorities;
6. the company’s governance structures must be periodically inspected against relevant indicators and, as required, they should adjust the mitigation measures (for example, the number of contracts executed upon bidding waiver or number of meetings with public officials).
7. consider the reset of the organization’s purpose, by reassessing how to add value to shareholders and stakeholders;
8. be a role model on corporate civic awareness in showing empathy and solidarity and communicating the effective preventive actions and actions to combat the pandemic;
9. cooperate with initiatives from the government and civil society in the recovery of the economic activity.

We recommend the management (directors and managers) to:

1. manage the results of the business continuity plan;
2. develop a crisis response manual, with flows, decision-making processes and protocols. Clearly communicate the content of such plan to the involved parties, so that all participants are aware of their roles and the approval processes;
3. prepare a portfolio containing policies that assure the prevention and responses in the case of incidents of the disease among the organization’s employees;
4. manage and communicate with shareholders by holding virtual meetings, in accordance with the new laws in force, and disclosing facts that may have financial impact in the business or in the decision of keeping, purchasing or selling securities;
5. engage the stakeholders by mapping which ones are relevant (including customers, suppliers, employees, local communities, government, authorities and regulators) and properly implement the communication and transparency measures;
6. develop a plan of gradual resumption of the on-site activities, which will foster the health of employees, their family members and the community;
7. communicate their human resources policies in a transparent and clear manner to all employees, without exposing the identity of sick employees;
8. in essential services with direct customer service, establish the rotation of teams in order to decrease the risk of contagion, by following the preventive measures recommended by the World Health Organization (WHO).

The period of social isolation coincided with the timing of general assemblies of different types of organizations (joint stock companies, limited liability companies, cooperatives, associations, foundations, trade unions, among others) for purposes of approving accounts and electing managers. Upon the enactment of the Provisional Decree No. 931/2020 the companies were authorized to postpone their general assemblies to October or to hold them through entirely digital methods, in order to respect the guidelines of the public health authorities and the integrity of stakeholders, employees and external audiences.

We recommend the companies to:

1. select electronic platforms that, for the purpose of holding virtual meetings, assure information security, usability, communicability and accessibility, protect the authenticity of the votes and deliberations, and allow for the audit of the methods and processes used;
2. in case of impossibility for on-line attendance of the involved parties, guide them on how to cast their votes and/or consider other formats;
3. if the meetings are recorded, communicate and request the authorization of the involved parties.

The transparency level of the companies shows their commitment with the society and their social responsibility and promotes trust-building in their relationships. People are increasingly valuing companies that act in line with values and causes with which they identify themselves. Providing clarity and visibility on important information, such as the decisions made by the company during the pandemic, enables a healthier connection with its business partners and/or consumers and facilitates the follow-up and monitoring of its activities. The transparency is important both for the internal and external audience.

We recommend the companies to:

1. foster information from reliable sources, based on technical-scientific grounds and subjected to public objection/scrutiny;
2. verify the association of their brand or name with disclosed information that may serve as misinformation (whether it is true, but out of context, or even false);
3. be transparent on the governance, particularly about the flow of decisions (donations, investments, contracts and procurements), changes of procedures that may be of public interest, composition of the crisis committee, if any, and the contact of its members for doubts and clarifications;
4. provide, in an accessible manner, information and data about the pandemic, as well as communications to all employees and the public in general, in order to contribute to the combat;
5. be transparent about the Public-Private relationship, particularly with respect to donations, contracts and supports to public policies;
6. be transparent about all donations made, including for researches and non-governmental organizations;
7. provide data on support received from the government (stimulus packages, tax deductions);
8. consider the adherence to active transparency mechanisms, by externally disclosing relevant information to the society, such as meetings with public officials for purposes of negotiating economic rescue measures, and the access to the integrity mechanisms of the company.

The compliance programs of the companies are challenged amid the crisis. A number of companies are seeking to reduce costs and cut procedures, which implies an increased risk of compromising integrity, ethics and transparency standards. In addition, the changes of procedures for adjustment to emergency demands also imply new challenges for their integrity programs.

We recommend the companies to:

1. avoid downsizing, reducing budget and processes in control areas, including audit, ombudsman, internal controls, risk management, compliance, governance. If the reduction is fundamental, base the relaxation of controls in the company’s risk assessment as duly up-to-dated to the context of the pandemic;
   • even in smaller structures, be aware of the company’s risk map and adapt the necessary policies and procedures in order to mitigate the risks to which the company may be subject;
2. in virtue of the context of the pandemic, hold employees communication campaigns highlighting the importance of business ethics. It is during difficult times that the business commitment to integrity prove itself;
3. strengthen the compliance role and highlight its importance in the scenario of crisis, thinking of the organizational culture and contributing to the mapping and identification of eventual new risks due to the pandemic scenario. Set indicators and integrate them to other areas of the company, think of the governance principles and values and consider eventual additional challenges and risks due to the remote work;
4. strengthen the compliance with legal mechanisms that address the administrative responsibility of the companies and their relation with the Government.¹ The anti-corruption laws continue to be in force during the pandemic period, which implies future liability;
   • the monitoring of the amendment of the laws due to the pandemic must also be an expected activity at the Federal², State and Municipal levels;
5. keep the records and requests of the period archived for future anti-corruption controls. Regarding the remote work, it is important to clearly guide the employees on the archiving methods and procedures;
6. make the employees, suppliers, representatives and others aware of the eventual additional and higher risks arising from the current scenario;
7. Increase the transparency level by providing information on their integrity and ethics programs and structures followed and adapted for the current context. Disclose as well the final beneficiaries of the companies;³
8. amid emergency decisions, it is fundamental to assure transparency. As a suggestion, we recommend the creation of a “Transparency Portal”, enhancing the relationship between Company and Society and the Public-Private relationship, and serving as an open channel to solve doubts, particularly concerning contracts.

Globally, it is estimated that about 10% to 25% of the resources disbursed in public procurements are lost to corruption.¹ At this time of crisis, the relaxation of the rules to execute public contracts increases the risk of corruption and the involvement of companies in questionable contracting processes. In this context, the contracted companies must ensure that their activity preserves the integrity of the process and should cooperate with the monitoring and inspection activities of the emergency expenditures.

We recommend the companies to:

1. consider the adherence to active transparency mechanisms, by externally disclosing relevant information to the society, such as procurements and contracts signed, and the numbers, figures and other relevant data of contracts executed upon bidding waiver²;
2. publish periodic reports in full, consolidating the data and information on emergency contracts executed over the corresponding period, including total amount received, assets and services rendered, without limitation thereto (particularly the contracts executed with the Government);
3. promote business transparency, in an accessible manner, in the contracts and disbursements done during the pandemic, particularly those referring to procurements and contracts from/with the Government and/or referred to the use of emergency funds, what will enable the monitoring of the contracts;
4. provide information on their final beneficiary in all contracts made with emergency funds. This will show their commitment to transparency and integrity, evidencing the non-use of anonymous/offshore companies for corrupt purposes or in order to conceal potential conflicts of interests;
5. assure that the contracts executed with private entities include an anti-corruption clause, enabling audit mechanisms and punishment systems in the event of default;
6. when participating in emergency contracts with the Government, upon bidding waiver or unenforceability, assure that the price formation respects objective criteria and that their profit margin remains equivalent to those of normal conditions of negotiation with the Public sector;
7. submit the emergency contracting processes to additional anti-corruption controls, including approvals from the senior management and compliance area;
8. as possible, avoid the use of intermediaries, such as commercial representatives and distributors. In the case in which this is unavoidable, keep records of the commissions and margins used by third parties and investigate suspicions of bribery.

References:

Donation¹ is an important instrument of corporate social responsibility for purposes of combating humanitarian, social and economic crises. Under extraordinary circumstances as the current pandemic, it is natural that the companies seek to exercise its social role through donations of financial resources and goods. At this time of crisis, in which urgency and agility are fundamental, traditional anti-corruption measures may not be sufficient to prevent donations from being used to obtain undue advantages or to prevent future damages to the society.

We recommend the companies to:

1. consider the creation of a donation committee, including the participation of the compliance area, to monitor the exemption of any donation made, either to the Government or to another private entity;
2. assess whether the compliance team is trained to receive demands on donations and verify whether there is a proper understanding on the compliance precautions to be followed. This attention is relevant in order to avoid that donations may be mistakenly interpreted as an attempt to influence public officials;
3. review their compliance and integrity policies and procedures on donations, in order to include forecasts on emergency situations, what may be applicable to future crises;
4. guide and provide information on the donation procedures to the areas in charge, including the senior management;
5. as for small- and medium-sized companies, be aware of the main risks, such as conflict of interests and misuse of donated resource. In general, SMEs have a less robust governance structure, which may hinder the establishment of all due procedures. The awareness about the risks is a fundamental element to stimulate a conscious decision-making process;
6. implement and provide the reporting channels for the individuals and employees to be able to report corruption and other irregularities with respect to the received donations;
7. reassess how the current crisis impacts the risks to which they are subject and adjust the necessary controls in order to mitigate these risks. If the company is making donations to the government, for example, it is time to reinforce the due diligence process on donees;
8. carry out a background check on the entity that will receive the donation, seeking to assure the identification of any contact with politically exposed persons, as well as assess money laundering risks;
9. consider the adherence to active transparency mechanisms, by externally disclosing relevant information to the society – such as the donations made by the company, either to the government or to private and/or tertiary sector entities, from the donation made to the allocation;
10. provide visibility to the donations, either to public, private or tertiary sector entities (such as communities, universities or research organizations). Transparency in the entire process is recommended, from the selection to the conclusion of the donation – for example, in event of delivery of donated products;
11. contractually set an accounting procedure, particularly when the recipient of the donation is a private or tertiary sector entity;
12. As possible, avoid the use of intermediaries, such as commercial representatives and distributors. In the case it is unavoidable, keep records of the commissions and margins used by third parties and investigate suspicions of bribery and possible conflicts of interests;
13. assure that the donation contract executed with the private entity provides for an anti-corruption clause, enabling audit mechanisms and punishment systems in the event of default;
14. avoid possible conflicts of interests, by avoiding any donation to a public entity which is also responsible for inspecting the donor or close to the execution and renewal of contracts with the public entity;
15. prioritize the conduct donations through public calls, as possible;
16. be aware of the electoral period and create controls to avoid the donations from being used for the promotional use of candidate, political party or coalitions;
17. do not make any donation in cash;
18. verify the existence of any specific law or regulation addressing donations to public entities, particularly at State and Municipal level.
19. publish at their own website all the donations made to the public sector (recipients, amount donated, region, among other necessary information). In the impossibility of creating a specific platform to provide the information on the donation, it should be integrated to an information sharing platform, such as “Conexões Covid Radar”² and “Monitor das Doações – Covid 19”³, which is updated on a daily basis by the Brazilian Association of Fundraisers;
20. provide for a donation agreement that makes it clear the pandemic crisis;
21. provide for the donation receipt agreement and register the receipt of the donation (through pictures, for example);
22. as possible, do not transfer the donations at once, conditioning the receipt of other donations to the accounting of the first remittance;
23. archive all documents related to the donations;
24. promote and strengthen the social control with local partners. For such purpose, they must identify and support the civil society organizations, which can locally follow up the impact and support the donation implementation and monitoring processes;
25. avoid the use of donations for image recovery or brand promotion strategies. Transparency and accountability must not be mistaken as publicity;
26. carry out integrity system audits, in order to assess the performance of the internal controls and other anti-corruption mechanisms, and review whether the risk mitigation strategies were effective, strengthening the compliance system and providing a prior preparation in the event of new crises.

Frauds can be understood as forgery, tampering, omission or (intentional) non-registration of information about the financial/equity situation of the company (assets, revenues, expenses, debts).  In a delicate scenario as the current one, it is fundamental that the professionals involved preserve in their actions the ethics and transparency values and principles.

We recommend the companies to:

1. educate the leaderships to keep the necessary, complete and timely report, even amid the pandemic;
2. review the “Accounting and policy manual” or similar document, if any, including provisions that properly reflect the precautions, operational decisions targeted to risk mapping and prevention;
3. reinforce positive messages with the areas most affected by the pandemic;
4. reinforce the legitimate internal instruments, such as Code of Conduct and Reporting Channel;
5. previously prepare strategies to promptly investigate and address reports on accounting frauds;
6. plan, along with the internal audit (if any), tests designed to mitigate the risk of improper registration or reporting of transactions, assets and liabilities, focused on higher risk areas

The public funds provided on an emergency basis, the international aid and funds provided/donated by the companies must be accompanied by anti-corruption controls, primarily the whistleblowing channel.¹ In addition to detecting frauds and corruption, the whistleblowing channel enables a transparent environment, which prioritizes ethics and integrity, and acts in the prevention of cases of violation of rights and abuses. If control processes are relaxed, the company must rely even more on whistleblowers to identify any suspicions of irregularities.

We recommend the companies to:

1. strengthen the use of the company’s whistleblowing channel, both internally and externally, by reinforcing the commitments of non-retaliation and confidentiality and assuring the periodic communication with the whistleblower;
2. review the reporting processing policies by adapting them to the current context;
3. assure that the access to the channels may be made through different means, such as telephone, e-mail, intranet. Companies with employees who do not have access to internet must offer alternatives to the on-line reporting;
4. the whistleblowing channel must be accessible (open to the employees, including those who adhered to home office, and the external audience);
5. disclose the procedures and statistic data surveyed from the whistleblowing channel. This will show reliability and effectiveness even during the social distancing period;
6. learn about and disclose the FalaBR²reporting channel, through which it is possible to report irregularities involving Covid-19 pandemic. It is possible to directly file reports at ICC Brazil’s website, which has a direct link to the Ombudsman of the Ministry of Justice, with assured anonymity;³
7. if become aware of irregularities by public officials, inform the respective authorities⁴.

The pandemic exposed the existing vulnerabilities in the society. The social inequalities, escalated over the past times, have shown the process of constant violation of human rights to a significant portion of the Brazilian population. The humanitarian dimension for the containment of the crisis must guide the social and economic policies, and this will require the collective support of all players in society, particularly under the optics of social protection. It is fundamental that, in any measure followed, the guarantee of human rights and social protection are pillars.

We recommend the companies to:

1. assess and discuss, on a constant basis, with different audiences – employees, suppliers, customers and local communities – the impacts of their activity on human rights;
2. adhere to policies and procedures that act in the prevention and mitigation of risks of violation of human rights in the company’s responses to the crisis, by maintaining continuous due diligence process on human rights;
3. provide the employees with proper working conditions, by respecting the pandemic context, prioritizing social distancing measures, as recommended by the government, understanding the limitations and adjusting the home office in such a way to make it adaptable to the household needs and not to make it abusive¹;
4. in the case that the maintenance of the activity at the workplace is required, perform the necessary adjustments to assure the proper precautions, by being aware of the displacement required from the employee, relaxing the working hours in order to avoid the expansion of the contagion (either in the displacement to/from work or on work stations), guiding and providing mechanisms to reduce the contagion at strategic locations of easy and mandatory access (personal protective equipment and toiletries);
5. promote the participation of women, black people, LGBTQ+ and other audiences in the composition of committees responsible for taking business decisions in the Covid-19 context, respecting the specificities and fundamental rights of each individual, avoiding measures that marginalizes even more the groups under social vulnerability;
6. be aware of their employees’ needs, considering the diversity and the local communities at which they serve. What is basic for someone is not always the basic for others;
7. adhere to policies and processes that prevent and mitigate risks of violations of human rights in the company’s responses to the crisis;
8. communicate with the leaders of the local communities at which their facilities are² in order to understand the needs of the population, particularly in the areas of higher social vulnerability. Based on this assessment, complement and strengthen the activity of the Government, by delivering services to the communities and supporting the public sector with donations, for example;
9. consider prioritizing the protection of the interests of the employees, suppliers, customers and neighbor communities to the ones of the company, even in detriment of the short-term financial result;
10. mobilize the Human Resources team to provide broad support to the company’s employees in the context of the pandemic, including the implementation of social distancing measures and support to employees that show any type of difficulty to adapt to the changes of the working conditions due to the pandemic;
11. prepare communication campaigns that stimulate the protection of rights of vulnerable audiences in the context of the pandemic. Companies should encourage, for example, that the male employees divide the household chores with their partners;
12. support actions of social protection of vulnerable groups by the Government;
13. if they have to renegotiate contracts with suppliers and customers, consider prioritizing the protection of interests of business partners controlled by persons from vulnerable groups;
14. before dismissing, assess the alternative mechanisms provided by the Government to reduce expenditures in the payroll maintaining the employees’ rights. In case the dismissal is essential, seek to, at least, provide the employees with a redeployment package and the maintenance of healthcare benefits;
15. be aware of and support the emotional health of their employees. The current situation puts pressure on the mental health of the employees, which may require proper attention or psychological support. Showing concern and providing support may contribute to reducing higher impact risks;
16. if they need to reduce the payroll, consider prioritizing protecting the employment of women, black population and other vulnerable groups, including LGBTQ+ community, disabled persons, homeless persons, ex-cons, members of indigenous communities, without limitation thereto;
17. prepare and spread to the audiences with which the company dialogs, such as employees and customers, information on the current context and how the population in general may reduce the negative impacts of Covid-19 by combating fake news and misinformation;
18. in the negotiation with suppliers, prioritize the contracts with small businesses and business partners that respect human rights and that have anti-corruption commitments and practices in place;
19. provide safety and protective equipment to the employees working in essential sectors.

As aforementioned, the current situation escalated the inequalities in Brazil,¹ particularly between black people and women. The black population is the majority among workers in informal and essential services, which poses difficulties in the compliance with social distancing norms without compromising their income. The distancing measures imposed reflect the financial dependence of their partners (the ones that are still economically active). In addition, the lockdown measures in response to Covid-19 increased domestic violence by 30% in some regions in Brazil.² At the same time, the resources to support women suffering violence are less available and accessible, as a result of the stay-home policy.

More than preparing strategies to combat the crisis, the context requires that the company preserves the promotion of racial and gender equality, reached through policies and investments.

We recommend the companies to:

1. construct and/or preserve internal actions to support racial and gender equality, such as investments for the development of black and female leaderships, wage equality and constant dialog with the employees in order to raise awareness;
2. prioritize the participation of women in the decision-making processes, particularly concerning home office. Women who are mothers, for example, may have very specific views on the need for relaxing the transition to home office. They must also prioritize the participation of black people in the decision-making processes, particularly on the labor dynamics;
3. invest on women’s rights protection policies, taking into consideration the racial approach, understanding that black women face particular challenges and institutional issues, which are different from those of white women. Invest on social protection policies targeted to black people, considering the current context (social, economic, regional, political, structural, without limitation thereto). We suggest the approach of education3 and knowledge sharing^4,5;
4. take into consideration, before the dismissal, the complexity and intensity of the current moment, which attains particularly women and black people. Make other way outs as much as possible, such as the reduction of working hours and the use of governmental instruments to maintain the jobs;
5. find partners (institutes, foundations, initiatives) working with racial and gender issues in order to act together – such as the Business Coalition for Racial and Gender Equality⁶ – and support and spread how the business sector should behave in virtue of the new social dynamics;
6. create support networks to answer specific demands, such as psychological and legal assistance to female victims of domestic violence in the context of social distancing, reports of racism;
7. promote campaigns that support whistleblowing (as required, it may be articulated with existing campaigns), which should encourage male employees to share the household chores with their partners and encourage the reflection on institutional racism and the death rates of black people amid the pandemic;
8. assure that the responses used in the current context do not reproduce negative and prejudiced impacts to women and black people;
9. endorse the responsibility of the State to promote effective protective measures, functional whistleblowing channels, operating sheltering networks, psychological and legal assistance and taking decisions to protect black people and women;
10. endorse the responsibility of the State to disclose data referring to the death certificates due to Covid-19 with disaggregation of race/color;
11. strengthen black micro-entrepreneurs and female leaderships by supporting the most affected population amid the pandemic scenario.

The pandemic impacted the companies and their value chain, which includes SMEs [Small- and Medium-sized Companies]. These are facing an extremely high economic tension, suffering the strongest impacts due to the economic shutdown and their control mechanisms are under pressure, increasing the risks of irregularities, creating an environment prone to frauds and other unlawful acts under the justification of economic survival. In virtue of this scenario, taking measures that seek to preserve the integrity in value chain is fundamental to safeguard not only the company itself, but also suppliers and consumers.

We recommend the companies to: ¹

1. assess which suppliers or customers may show a high risk in this new scenario and, as required, adapt their risk mitigation measures concerning them;
2. review integrity policies and procedures involving the value chain, including brief and objective guidance applicable to the current crisis;
3. carry out specific training with the affected areas, including adapted training for suppliers and third parties, broadcasting simple messages so that they continue to comply with the company´s compliance policies and procedures;
4. seek for additional qualification and encourage exchanges of knowledge with other companies on compliance, in order to provide mutual support in countering the challenges and risks arising from the crisis;
5. share with their value chain processes, communication and information that have been produced and that can be appropriated, helping to prevent major damages to the value chain;
6. advertise the partnerships they have entered in order to strengthen their response to the crisis;
7. ensure that there is no communication with competitors, particularly with respect to prices and commercial conditions, unless allowed by law;
8. assess the participation in sectoral collective actions that support the sector in the combat of the pandemic;
9. carry out negotiations with the government in a transparent manner, particularly regarding emergency financial packages, subsidies and deductions of taxes and public contracts without bidding processes;²
10. use State incentives to protect stakeholders (employees, suppliers, customers and communities) and not to pay bonus to high ranking employees, distribute dividends to shareholders or purchase stocks in order to increase the company’s value;
11. acknowledge that the context may imply adaptations of usual processes so that the small- and medium-sized suppliers continue to perform their activities with integrity and respect to human rights, such as, for example, working conditions changes. Such adaptations in the processes must be followed by control and monitoring mechanisms;
12. consider the offer of support to the small- or medium-sized supplier, in order to preserve the dynamic of the sector.

In emergency contracts and replacements involving the companies, their suppliers and service providers, we recommend the companies to:³

1. guide and supervise, with caution, the contact between employees from the commercial area and public agents, in order to ensure an ethical, fair and transparent negotiation;
2. prepare the compliance and audit area to act in a post-pandemic scenario, in order to recover any occasional delay in control procedures, identify and report possible cases of corruption and other violations related to the period. In addition, plan with the internal audit future tests focused on urgent contracts and payments or cases of exception amid the pandemic;
3. adapt the whistleblowing channel so that suppliers and external audiences are able to report any eventual suspicions of irregularities;
4. assure that all executed contracts have an anti-corruption clause, highlighting principles of integrity and human rights;
5. keep the due diligence processes robust when contracting third parties, including the identification of the origin of funds and final beneficiaries of the third party. When adaptations in the processes are required, they should be in line with the risk matrix updated for the pandemic context;
6. assess the contracts with special attention for potential unrealistic requirements in times of crisis, since extreme situations may encourage inappropriate behaviors;
7. check whether the due diligence documents of the last third-party contracts (adapted to the current context) were updated and are completely and properly archived;
8. provide legal assistance to the supplier reporting potential corruption risk situations.

It is essential to highlight some key players of the financial sector, such as banks, insurance companies, funding companies and regulators, thinking of possible measures taken to combat the crisis. The current relaxations intensified a scenario that was already prone to frauds, corruptions and violations of fundamental rights. This is also a period in which there is an increase of renegotiations and delinquency rates, which makes it fundamental that such agreements should be performed on non-abusive and accessible bases, also taking into consideration the most vulnerable groups.

We recommend:

1. banks to promote special credit facilities and relax payment terms for existing credit products for groups at higher risk and for businesses delivering products and services considered essential;
2. development and commercial banks to structure financial instruments to support philanthropic funds and to invest on financing of commercial companies that support prevention and mitigation activities required by the crisis;
3. insurance companies to assure quick and continuous payments of the short-term disability and unemployment insurance benefits to employees and other workers affected by the pandemic;
4. investors to support and provide conditions for commercial companies supporting critical prevention and mitigations activities required for the response to coronavirus;
5. the inclusion of anti-corruption clauses into the investments.

Corruption and frauds in the healthcare sector result in losses of more than USD 450 billion per year.¹ Previous global health emergencies, such as Ebola crisis and swine influenza, taught that corruption usually increases amid crises, particularly when the institutions are undermined.

We recommend the companies to:

1. enable healthcare professionals and patient to express their concerns and report corruption, by pointing out irregularities in an anonymous, secure and non-retaliatory manner, through whistleblowing channel;
2. provide safety instruments and materials to protect the professionals;
3. promote transparency in the recruiting and distribution of healthcare staff;
4. reinforce the existing codes of conduct by valuing the ethical leaderships in the sector or the company;
5. assure the timely wage payment of the healthcare professionals in order to mitigate the risk of solicitation of bribery in exchange of access to the services (such as ICU beds, for example);
6. implement transparency measures of public-interest information relating to the pandemic, such as waiting list to access essential services at hospitals, performed and available tests, protocols, followed procedures and epidemiological data;
7. work together in order to relief the financial charges of the patients requiring critical care associated to the outbreak, this is important particularly to supplementary healthcare companies that offers medical assistance and health insurance operators;
8. avoid the formation of cartel among suppliers of medicines or other essential assets and services;
9. promote measures to curb overpayment of healthcare products and services;
10. engage in the promotion of collective anti-corruption actions, particularly integrity pacts for the use and access to emergency resources.²

About the development of vaccine and medicines, we recommend:

1. the adherence to the regulatory procedures in research and development;
2. publicly available and complete results of clinical surveys and trials, in order to expand the access of information in a democratic manner, allowing for greater reach of correct and true information and the full exercise of civic consciousness;
3. the charge of proper values and prices. The prices of the finished products should reflect the public investment and not the unethical profit;
4. transparency on the resources received and used for research, trials and the like;
5. the contribution to the disclosure of clear and accurate information, by combating the production and dissemination of misinformation (either fake or out of context information).

The current situation evidenced the difficulties on the access to the universal right to health, as set forth in article 6 of the Federal Constitution. For such purpose, Brazil has the Unified Health System (SUS), a program of international reference in public healthcare area, which provides for free-of-charge performance, control and inspection of healthcare and basic sanitation actions and utilities, organized through regional and hierarchical network. Even if the Constitution acknowledges healthcare as a responsibility of the State, it also allows the participation of private entities in the provision of healthcare actions and services.

We recommend the companies to:

1. contribute to the strengthening of SUS and the provision of quality healthcare services, through the allocation of financial resources, assets, inputs or services;
2. articulate players capable of directing the available resources for Covid-19 combat measures in an efficient and effective manner;
3. prioritize initiatives that establish principles of human rights, ethics, transparency, integrity and anti-corruption;
4. develop accountability measures and publicity instruments that are accessible to all;
5. inform the employees of precautions and protection measures. Provide protection materials, such as masks and hand sanitizer;
6. preserve the healthcare benefits of the employees and communities surrounding their structures;
7. in virtue of any required dismissal, seek to, at least, perform the maintenance of the healthcare benefits.