New National Anti-Corruption Mechanism Guideline: Regulatory Compliance Officer

On October 8, 2025, the National Anti-Corruption Mechanism (“MENAC”) approved Guideline 1/2025 (the “Guideline”). The Guideline, which supersedes MENAC Guideline 1/2024, clarifies doubts raised concerning the appointment of the regulatory compliance officer (“RCC”) and standardizes its application.

Context: Entities required to appoint an RCC

Under article 5 of the General Regime on the Prevention of Corruption (“RGPC”), approved by Decree-Law 109-E/2021 of December 9, legal entities headquartered in Portugal with 50 or more employees, as well as branch offices located in Portugal but belonging to foreign-based legal entities with 50 or more employees, must appoint, as a member of senior management or equivalent, an RCC, responsible for ensuring and overseeing the application of the regulatory compliance program.

The RCC must carry out his or her responsibilities with independence, permanence, and decision-making autonomy. Entities must grant the RCC access to internal information and provide sufficient human and technical resources to perform his or her duties effectively.

Entities within a group may appoint a single RCC, as established in article 5.4 of the RGPC.

Appointing an RCC in public, private and cooperative sectors

Public sector

In the public sector, the Guideline allows the appointment of senior management or equivalent personnel as RCC, as well as other managers or individuals with other positions or roles, who are appointed and equivalent to senior management exclusively for the purpose of performing RCC duties. Entities may designate staff members with core competences suited to RCC functions, such as auditing, compliance, legal advisory, or risk management, provided this approach is the most appropriate for the entity’s organizational structure. Also, while not subject to special formalities, the appointment process should align with the entity’s existing administrative procedure.

Private sector

In the private sector, the Guideline states that any manager or employee holding a sufficiently high-level position or pertinent role may be appointed as RCC. This specifically includes individuals in management positions related to auditing, compliance, legal advisory, or risk management, provided they are considered most suitable for the entity’s organizational complexity and size. Senior managers, defined as members of top management or belonging to the entity’s governing or executive body, may also be appointed as RCC. Although the Guideline permits these appointments, it does not mandate them.

The appointment of an RCC remains at the discretion of the entity’s management bodies.

Cooperative sector

In the cooperative sector, the Guideline applies criteria comparable to those for the private sector. Specifically, it permits the appointment of a board member as RCC and, as with the private sector, the entity’s management bodies must make the decision regarding the appointment.

Preferential requirements for appointing an RCC

Although the RGPC does not explicitly require competence, technical qualifications, or suitability for the RCC role, MENAC highlights the importance of considering these attributes during the appointment process.

According to the Guideline, preference should be given to candidates with technical expertise in anti-corruption legislation and pertinent experience in sectors such as auditing, compliance, legal advisory, or risk management.

If the appointed RCC lacks specific technical training or experience, the entity must provide initial and ongoing training either before or immediately after the appointment. The RCC’s technical competence should align with the complexity of the entity’s operations and organizational structure, as well as the risks to which it is exposed.

Practical recommendations

Under the Guideline, entities subject to the RGPC must consider the following practical recommendations when appointing and managing the RCC:

• Evaluate existing RCC’s suitability: Entities with an RCC appointed under Guideline 1/2024 should reassess whether the appointment remains appropriate. This reassessment should consider the newly introduced flexible criteria, including the option to appoint individuals equivalent to senior management solely for performing RCC duties.
• Ensure technical training and qualifications: Although the RGPC does not mandate formal qualification requirements, entities must ensure the RCC possesses or acquires specific knowledge of anti-corruption legislation and experience in pertinent fields. If the RCC lacks this technical training, the entity should provide initial and ongoing training, preferably before or immediately after the appointment.
• Align with organizational complexity: The RCC’s technical expertise must be commensurate with the complexity of the entity’s activities, its organizational structure, and the risks to which it is exposed. A thorough assessment of these factors is essential.
•  Guarantee independence and autonomy: Entities must provide the RCC with access to internal information and adequate human and technical resources so that he or she can perform the role effectively, independently, permanently, and with full decision-making autonomy.
•  Leverage group synergies: Entities within a group may appoint a single RCC to leverage group synergies and standardize the implementation of compliance programs across the organization.

This new Guideline introduces flexibility in the appointment of the RCN, recognizing the organizational diversity of the entities covered by the RGPC, while maintaining the essential requirements of independence, permanence, and decision-making autonomy, which are fundamental to the effective performance of this function.