Update on internal control and corporate governance regime applicable to State-owned companies | SIGEN Resolution No. 399/2025
Public Law Department Report | Update on internal control and corporate governance regime applicable to State-owned companies | SIGEN Resolution No. 399/2025.
Dear clients,
On 14 November 2025, the Sindicatura General de la Nación (“SIGEN”) published in the Official Gazette Resolution No. 399/2025 (the “Resolution”), by means of which it approved new “Minimum Standards and Best Practices for Internal Control for Good Corporate Governance” and a “Model Regulation for the Operation of the Audit Committee”, applicable to companies and corporations with majority or total State shareholding, as well as other business organisations in which the National State holds a majority stake in the capital or in the decision-making processes.
The measure repeals SIGEN Resolution No. 206/2022 and consolidates a comprehensive framework aimed at strengthening minimum standards, internal control best practices and the functioning of the Audit Committee.
Below are the main changes introduced by this new regulation, which entered into force on the date of its publication:
1-Minimum Standards and Best Practices for Internal Control
The Resolution establishes a uniform regime of “minimum standards and best practices for internal control” applicable to State Majority-Owned Companies (“EPEM”, for its acronym in Spanish), broadly interpreted in accordance with Law No. 24.156. The regulation applies on a supplementary basis to those EPEM subject to specific regulations of the capital markets, the BCRA or other bodies that provide for the existence of an audit committee, and it may also be voluntarily adopted by companies where the State holds a minority shareholding.
In particular, the new framework requires EPEMs to:
-Implement internal control procedures aligned with SIGEN guidelines, ensuring immediate application, ongoing updates and strengthening of the internal control environment; and
-Adopt a corporate governance code that covers, among other issues, ethics, integrity, regulatory compliance, transparency and sustainability.
The regulation also recommends that these entities implement integrity programmes aligned with their specific risks and in line with the guidelines issued by the Office of Anti-Corruption, especially those provided under Law No. 27.401.
Finally, the Resolution emphasises the duty of loyalty and diligence of directors, officers and members of oversight bodies, particularly in relation to the handling of privileged information.
2-Audit Committee
2.1 Establishment and operation
EPEMs must establish an Audit Committee composed of at least three members of the Board of Directors, appointed by the administrative body. The Committee shall validly meet with the presence of at least two-thirds of its members and at least quarterly, or more frequently if required by circumstances or by-laws.
Meetings must be recorded in minutes and may be held either in person or remotely. At least one member of the Supervisory Committee and the Internal Auditor must attend with the right to speak but without voting rights. The composition of the Committee must be published on the corporate website of the EPEM.
Certain EPEMs may be exempted from establishing an Audit Committee when they lack sufficient organisational structure, qualify as SMEs and/or their activity is residual. In such cases, the exemption must be discussed and duly justified at the first Board meeting of each fiscal year (with the Board assuming and addressing the functions of the Committee) and must be reported to SIGEN within 10 days thereafter.
2.2 Substantive responsibilities
The Committee must:
-Oversee the functioning and reliability of the internal control and administrative-accounting-budgetary system;
-Monitor risk management and compliance with the Strategic and Operational Plan of the EPEM;
-Review Internal Audit reports and supervise corrective actions undertaken by audited areas;
-Participate in the selection process of external auditors and monitor their work;
-Issue reasoned opinions on related-party transactions or transactions of material relevance;
-Submit quarterly reports to the Administrative Body on activities carried out and outstanding observations; and
-Annually prepare an action plan and budget for the fiscal year.
2.3. Conflicts of interest and specific duties
The Resolution introduces a detailed regime for conflicts of interest requiring members of the Committee to abstain when:
-They maintain significant professional relations or have received remuneration from shareholders with substantial participation;
-They have served on non-profit organisations financed by the EPEM; or
-They have kinship ties with shareholders, directors, managers or company suppliers, up to the fourth degree of consanguinity or second degree of affinity.
In these cases, the person must withdraw from the meeting or, if this affects the quorum, remain present without speaking or voting. This framework is complemented by the requirement to sign sworn statements regarding compliance with ethical standards upon assuming office.
We remain at your disposal to analyse the specific impact of this regulation in each particular case (e.g., amendment of by-laws, internal Audit Committee regulations, integrity policies and procedures for related-party transactions), and to assist you in designing or updating your compliance and corporate governance programmes.
Kind regards,