New CNMC Guidelines on competition compliance programmes

On 16 June 2026, the Spanish National Commission for Markets and Competition (Comisión Nacional de los Mercados y la Competencia, or CNMC) published an update to its Guidelines on competition law compliance programmes (“the Guidelines”) (available here). The new Guidelines introduce significant changes regarding the design, implementation and assessment of competition compliance programmes.

Background

The original Guidelines, published by the CNMC on 10 June 2020, significantly strengthened corporate culture around compliance with European and Spanish competition law by setting out specific criteria for evaluating the effectiveness of compliance programmes.

In the last five years, the Guidelines have become the primary benchmark for assessing the effectiveness of competition compliance programmes, having been applied by the CNMC and regional competition authorities in numerous cases. For example, in cases S/0008/21 – MILITARY EQUIPMENT TENDERS (2023) and S/DC/0627/18 – CONSULTING FIRMS (2021), the existence of robust compliance programmes was given special consideration when determining whether to exclude or modify the ban on public contracting. This confirmed that effective compliance can have tangible legal and commercial consequences for companies.

On 3 December 2025, the CNMC initiated a review of the original Guidelines to reflect recent regulatory and case law developments, as well as lessons learned from its own experience in evaluating competition compliance programmes. The circumstances that prompted the update include the following:

• The entry into force of Law 2/2023 on Whistleblower Protection, analysed here.

• The General Court of the European Union’s (GC) judgment of 2 October 2024, in the VC/EU-OSHA case, regarding the effect of corrective measures in relation to an exemption from the prohibition on contracting in the public sector.
• The adoption of CNMC’s Communication 1/2023, on the criteria for determining the scope of the contracting ban, which we discussed here.
• The Supreme Court’s recent confirmation of the competition authorities’ power to impose a ban on public contracting (judgments No. 1655/2025 of 16 December 2025, and No. 50/2026, dated 26 January 2026, which we analysed here).

Finally, on 16 June 2026, the updated version of the Guidelines was approved and published. Its key developments are analysed below:

Key developments of the new Guidelines (2026)

The new Guidelines introduce two relevant sets of amendments. First, the Guidelines provide for more detailed guidance on the criteria for evaluating compliance programmes, building on the foundations set out in the original 2020 guidelines. Second, they offer clearer guidance on the legal benefits of adopting compliance programmes, distinguishing between their potential value as a mitigating factor in administrative sanctions and their effect on the ban on bidding in public tenders, along with other procedural clarifications.

Criteria for the assessment of the effectiveness of competition compliance programmes

The effectiveness of a competition law compliance programme will continue to be assessed based on the following criteria:

i.            the involvement of senior management;

ii.           effective training;

iii.          the internal reporting system (previously referred to as the “whistleblower channel”);

iv.          the independence and autonomy of the compliance officer;

v.           the risk map and control matrix;

vi.          the procedure for handling reports and conducting internal investigations; and

vii.        the disciplinary system.

First, the Guidelines maintain the requirement for a visible and clear commitment by the organisation and its management to regulatory compliance. They also establish that if any of the company’s senior executives is directly involved in a serious or very serious violation of competition law, this may mean —though not automatically and depending on the circumstances of each case— that the programme is deemed ineffective.

Training in competition law remains one of the cornerstones of any compliance programme as“[w]ithout adequate and measurable training, it is doubtful that the other elements of the compliance program can be effective” (own translation). In this regard, the Guidelines emphasise that training must be “tailored in each case to the scope of activity and duties, and must be proportionate to the level of risk exposure and the type and size of the company” (own translation). Likewise, the company’s training strategy regarding close business partners—such as distributors, key suppliers, or franchisees—may also be considered.

The Section relating to the internal reporting (whistleblowing) system has been updated to align it with Law 2/2023 of 20 February. This law regulates the protection of whistleblowers. The internal system must comply with this legislation. The CNMC also views positively any communication to employees about external reporting channels that complement the internal system, such as the CNMC’s Anonymous Competition Whistleblower System (SICA).

As for the compliance officer, the new Guidelines adopt a more flexible approach: this function may be fully or partially outsourced, or assumed by the company’s own legal counsel, without prejudging the programme’s effectiveness.

Regarding the risk map and control matrix, the new Guidelines state that the evaluation of the effectiveness of the  risk management system “will not necessarily depend on its ability to eliminate all risk of infringement, but rather on its suitability to prevent, detect, and mitigate the material risks faced by the company, taking into account the soundness of its design, its consistency with the company’s risk profile, and its effective operation in practice” (own translation). In this regard, the Guidelines include more detailed provisions on the types of controls that are usually considered acceptable, together with additional methodological considerations.

Benefits of implementing effective compliance programmes

The Guidelines note that adopting an effective compliance programme may lead to a reduction in administrative penalties, but to that end the programme must be submitted to the authority at the beginning of the investigation. Late submission or submission at advanced stages of the proceedings will not qualify for this benefit. The company must also demonstrate a sufficient material connection between the relevant compliance programme and its cooperative and corrective response during the proceedings.

One of the most significant changes is that the 2026 Guidelines remove the requirement to admit the facts that appeared in the 2020 Guidelines (sections 4.1.1.B, 4.1.2.B, and 4.2) as a pre-condition for a compliance programme to have mitigating effects. Instead, the new Guidelines adopt a standard based on active and effective cooperation with the CNMC, the adoption of effective remedial measures, early submission of the programme, and a genuine and verifiable link between the programme and the company’s response.

Regarding the ban on public contracting, the Guidelines clarify that a compliance programme may be submitted so as to avoid the imposition of a ban or to secure its lifting at any time, without any limit. In this context, the assessment will not be focused so much on the cooperation with the authority but on whether the programme itself demonstrates sufficient effectiveness, considering its design, implementation, and practical operation. Emphasis is placed on specific controls targeting public procurement and participation in tender processes.

Our take

The CNMC’s new compliance Guidelines establish competition compliance programmes as a central tool for business risk management, while providing deeper analysis of the criteria for their design, implementation, and operation in practice. The new version of the document offers greater clarity on key aspects such as senior management commitment, training tailored to risk profiles, internal reporting systems, the autonomy of the compliance function, and the alignment of risk and control maps with each company’s specific circumstances.

From a practical standpoint, the Guidelines underscore the importance of companies periodically reviewing their competition compliance programmes and being able to demonstrate to the authority not only their formal existence but also their actual effectiveness.