In re GRUPO AVAL ACCIONES

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98103 / August 10, 2023 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No.  4437 / August 10, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-  21559 
 
 
In the Matter of 
 
GRUPO AVAL ACCIONES 
Y VALORES S.A. and  
CORPORACIÓN 
FINANCIERA 
COLOMBIANA S.A., 
 
Respondents. 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Grupo Aval Acciones y Valores S.A. (“Grupo 
Aval”) and Corporación Financiera Colombiana S.A. (“Corficolombiana”) (referred to, collectively, 
as “Respondents”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondents admit the Commission’s 
jurisdiction over them and the subject matter of these proceedings, and consent to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Exchange Act, 
Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
 
 
 

 2 
III. 
 
 On the basis of this Order and Respondents’    Offer, the Commission finds
1
 that:  
 
Summary 
  
These proceedings arise out of Corficolombiana’s involvement, through its former 
president as described below, in a bribery scheme related to the largest highway construction 
project in the history of Colombia, known as Ruta del Sol II (“RDS 2”), and specifically the 
construction of a road extension to the RDS 2 (the “Ocaña-Gamarra Extension”).  The bribe 
scheme took place against a backdrop of a failure to maintain sufficient internal accounting 
controls and books and records that concealed the bribes as legitimate business expenses.  As 
Grupo Aval’s agent, Corficolombiana violated the anti-bribery provisions of the Foreign Corrupt 
Practices Act (“FCPA”) and was a cause of Grupo Aval’s violations of the books and records and 
internal accounting controls provisions of the FCPA.   
 
Respondents 
 
1. Grupo Aval, a Colombian financial holding company based in Bogota, is one of the 
largest commercial banking groups in Colombia.  Grupo Aval’s shares are listed on the NYSE, 
and its securities have been registered with the Commission under Section 12 of the Exchange 
Act since 2011 and has reporting obligations under Section 13 of the Exchange Act.   
 
2. Corficolombiana is Grupo Aval’s merchant bank subsidiary and the largest finance 
corporation in Colombia.  Grupo Aval consolidates Corficolombiana’s results of operations into 
its financial statements.  Corficolombiana’s board of directors included officers of Grupo Aval. 
 
Background 
 
3. Colombia’s Ruta del Sol highway project is a long-term project to rehabilitate and 
construct highways connecting Bogota with large urban and rural areas throughout Colombia.  
In 2009, the Colombian government started a bidding process for RDS 2, a 328-mile highway 
infrastructure project.  Corficolombiana sought partnerships with leading infrastructure 
companies to bid on RDS 2 on behalf of Grupo Aval.  At the time, the RDS 2 project was the 
largest infrastructure project in Colombia’s history and was valued at approximately $1 billion. 
 
4. In 2009, Corficolombiana’s former president (“Corficolombiana Executive”) 
negotiated a bidding proposal with a Brazilian construction company for the RDS 2 contract on 
behalf of Corficolombiana.  The Corficolombiana Executive reported to Corficolombiana’s 
board of directors. 
 
 
1
  The findings herein are made pursuant to Respondents’  Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding.  
 

 3 
5. Corficolombiana and the Brazilian construction company submitted a bid for the 
RDS 2 project on October 27, 2009, and the Colombian government agency assigned to review 
the RDS 2 bidding proposals awarded the project to them on December 15, 2009.   
 
6. Soon thereafter, Corficolombiana, the Brazilian construction company, and a third 
company formed two legal entities based in Colombia: a company to manage the project and a 
construction company to build the highway (referred to, collectively, as the “RDS 2 Joint 
Venture”).  The Brazilian construction company held an approximately 62% equity interest in 
the two entities, and Corficolombiana, through a Corficolombiana subsidiary, maintained an 
approximately 33% equity interest in the ventures.  
   
7. Corficolombiana’s participation in the RDS 2 bidding proposal was critical because 
it had a well-known record in the financial sector, including financing infrastructure projects in 
Colombia.  Corficolombiana, through the Corficolombiana Executive and its subsidiary, 
maintained influence over the financial and accounting operations of the RDS 2 Joint Venture, 
including nominating and appointing employees responsible for monitoring and approving third 
party obligations at the RDS 2 Joint Venture (such as the controller responsible for monitoring 
the compliance framework and the contract administrator with joint approval authority over 
third-party obligations).   
 
8. Beginning as early as 2012, the RDS 2 entity that was granted the rights to operate 
the RDS 2 project (“concession company”) lobbied the Colombian government to add to the 
RDS 2 concession contract a road extension project that would intersect the Ruta del Sol 
highway.  The Colombian government later added the Ocaña-Gamarra Extension to the original 
RDS 2 contract. 
 
9. In 2013, a senior executive at the Brazilian construction company in Colombia 
(“Brazilian Executive”) agreed to pay two individual intermediaries a success fee in exchange 
for the approval and acceleration of the Ocaña-Gamarra Extension.  The Brazilian Executive 
knew that a portion of the success fee paid to the intermediaries would be paid to Colombian 
government officials as bribes.   
 
10. Soon thereafter, the Brazilian Executive told the Corficolombiana Executive about 
the bribe scheme to obtain the Ocaña-Gamarra Extension.  The Corficolombiana Executive 
agreed to the bribery scheme and authorized the bribe payments to intermediaries through the 
RDS 2 Joint Venture using his influence over the financial and accounting operations of the 
RDS 2 Joint Venture. 
 
11. On March 14, 2014, Colombian government officials signed the Ocaña-Gamarra 
Extension as a contract addendum to the RDS 2 highway project contract.  At the time, the 
Ocaña-Gamarra Extension addendum was intended to create at least $350 million in additional 
revenue and added new financing obligations for the RDS 2 highway project.  As a result of the 
bribery scheme, the Colombian government approved the Ocaña-Gamarra Extension without a 
new public tendering process. 
 

 4 
12. After March 14, 2014, Colombian government officials reviewed the new financing 
obligations for the Ocaña-Gamarra Extension addendum critical to the RDS 2 Joint Venture.  In 
May 2014, before Colombian government officials approved the new financing obligations for 
the Ocaña-Gamarra Extension, the Brazilian Executive agreed to pay additional bribes to 
Colombian government officials in the form of illicit campaign contributions.   
 
13. The Brazilian Executive informed the Corficolombiana Executive, and the 
Corficolombiana Executive agreed to the bribery scheme and authorized the bribe payments to 
intermediaries through the RDS 2 Joint Venture using his influence over the financial and 
accounting operations of the RDS 2 Joint Venture. 
 
14.  I n October 2014, the Colombian government approved new financing obligations 
for the Ocaña-Gamarra Extension addendum to the RDS 2 contract that were more favorable to 
the RDS 2 concession company.  The Brazilian Executive, together with the Corficolombiana 
Executive, intended to influence, and did influence, the approval and acceleration of the Ocaña-
Gamarra Extension by, among other things, causing the payment of bribes paid so the 
addendum would be included in the RDS 2 contract without a public tender or bidding process.   
 
15. The Corficolombiana Executive caused the RDS 2 Joint Venture to pay 
approximately $28 million in bribes to Colombian government officials from 2014 through 
2016 for the Ocaña-Gamarra Extension.  Specifically, the Brazilian construction company paid 
approximately $4 million in 2014; the RDS 2 concession company paid approximately $13.2 
million from 2014 through 2016 (approximately $2.7 million through a correspondent bank 
located in the United States), and the RDS 2 construction company paid approximately $10.9 
million from 2014 through 2016.   
 
16. The Brazilian construction company, the Brazilian Executive, and the 
Corficolombiana Executive used no-work contracts and sham invoices to pay bribes from the 
RDS 2 Joint Venture to Colombian government officials by reimbursing or paying 
intermediaries directly.  These contracts and invoices involved work that the RDS 2 
construction company handled internally or were fictitious, but were recorded as legitimate 
business expenses in the books and records of the RDS 2 Joint Venture.  Grupo Aval reported 
these expenses on financial statements it filed with the Commission.  As a result, 
Corficolombiana, through the Corficolombiana Executive, its subsidiary, and RDS 2 Joint 
Venture, caused Grupo Aval to inaccurately record the payments in its books and records.     
 
17. Corficolombiana, through the Corficolombiana Executive and its subsidiary, 
exercised influence over the financial and accounting operations of the RDS 2 Joint Venture.  
For example, the Corficolombiana Executive caused the RDS 2 construction company to 
approve payments to vendors for work that was already performed or lacked supporting 
documentation.  These payments resulted in the disposition of assets to pay for bribes.         
 
18. The bribery scheme provided Corficolombiana and other Grupo Aval subsidiaries 
with an improper financial benefit in the form of fees, interest income, and investment 

 5 
distributions totaling approximately $32 million.  These illicit profits were consolidated to 
Grupo Aval’s financial statements and accrued to Grupo Aval through 2020. 
 
LEGAL STANDARDS AND VIOLATIONS 
 
19. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any 
provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 
that is, was, or would be the cause of the violation, due to an act or omission the person knew or 
should have known would contribute to such violation. 
 
 Corficolombiana Violated Exchange Act Section 30A 
 
20. As a result of the conduct described above, the Corficolombiana Executive caused 
Corficolombiana to violate Section 30A of the Exchange Act, which prohibits any issuer with 
securities registered pursuant to Section 12 of the Exchange Act or which is required to file 
reports under Section 15(d) of the Exchange Act, or any officer, director, employee, or agent 
acting on its behalf, to make use of the mails or any means or instrumentality of interstate 
commerce corruptly in furtherance of an effort to pay or offer to pay anything of value to 
foreign officials for the purpose of influencing their official decision-making, in order to assist 
in obtaining or retaining business. 
 
Grupo Aval Violated Exchange Act Section 13(b)(2)(A) and Corficolombiana Caused 
Grupo Aval’s Violations 
 
21. As described above, the RDS 2 Joint Venture used no-work contracts and sham 
invoices to pay bribes to Colombian government officials.  These payments were recorded as 
legitimate business expenses in the books and records of the RDS 2 Joint Venture and of 
Corficolombiana, and were reported in Grupo Aval’s financial statements.  In addition, the 
Corficolombiana Executive signed various sub-certifications in connection with Grupo Aval’s 
financial reporting that falsely stated he was unaware of illegal acts.  As a result, 
Corficolombiana caused violations of, and Grupo Aval violated, Section 13(b)(2)(A) of the 
Exchange Act, which requires reporting companies to make and keep books, records, and 
accounts which, in reasonable detail, accurately and fairly reflect their transactions and 
dispositions of their assets. 
 
Grupo Aval Violated Exchange Act Section 13(b)(2)(B) and Corficolombiana Caused 
Grupo Aval’s Violations 
  
22. As described above, bribe payments to intermediaries were approved by 
Corficolombiana, through the Corficolombiana Executive and its subsidiary, relying on invoices 
lacking supporting documentation or using contracts for vaguely described services typically 
handled internally rather than by third parties.  As a result, Corficolombiana caused violations 
of, and Grupo Aval violated, Section 13(b)(2)(B) of the Exchange Act by failing to devise and 
maintain a system of internal accounting controls sufficient to provide reasonable assurances 

 6 
that transactions are executed and access to assets is permitted only in accordance with 
management’s general or specific authorization.   
 
Disgorgement and Non-Imposition of a Civil Penalty 
 
23. Respondents acknowledge that the Commission is not imposing a civil penalty 
based upon the imposition of a $20,300,000 criminal fine as part of Corficolombiana’s 
resolution with the U.S. Department of Justice.  
 
24. The disgorgement and prejudgment interest referenced in paragraph IV.C., below, 
is consistent with equitable principles, does not exceed Grupo Aval’s net profits from its 
violations, and returning the money to Grupo Aval would be inconsistent with equitable 
principles. Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury 
is the most equitable alternative.  The disgorgement and prejudgment interest referenced in 
paragraph IV.C. shall be transferred to the general fund of the U.S. Treasury, subject to Section 
21F(g)(3) of the Exchange Act. 
 
Grupo Aval’s Remedial Efforts 
 
25. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by Respondents and cooperation afforded the Commission staff.  
Respondents’ cooperation included voluntarily summarizing and providing facts developed 
during their own internal investigation and producing and translating certain documents.  
Respondents’ remediation included conducting a comprehensive risk assessment; re-evaluating 
and re-designing their anti-corruption compliance program; improving policies and procedures; 
and enhancing internal controls, including those related to joint venture entities and investments.   
 
Deferred-Prosecution Agreement 
 
26. Corficolombiana has entered into a deferred-prosecution agreement with the U.S. 
Department of Justice that acknowledges responsibility for criminal conduct relating to the 
findings in the Order.  United States v. Corporación Financiera Colombiana S.A. (to be filed in 
D. Md.) 

 7 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’   Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Grupo Aval cease and 
desist from committing or causing any violations and any future violations of Sections 13(b)(2)(A) 
and 13(b)(2)(B) of the Exchange Act. 
 
 B. Pursuant to Section 21C of the Exchange Act, Respondent Corficolombiana cease 
and desist from committing or causing any violations and any future violations of Sections 
13(b)(2)(A), 13(b)(2)(B), and 30A of the Exchange Act. 
 
 C. Grupo Aval shall, within 10 days of the entry of this Order, pay disgorgement of 
$32,139,731 and prejudgment interest of $8,129,558 to the Securities and Exchange Commission 
for transfer to the general fund of the United States Treasury, subject to Exchange Act Section 
21F(g)(3).  If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of 
Practice 600. 
 
Payment must be made in one of the following ways:   
 
(1) Grupo Aval may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Grupo Aval may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm
; or  
 
(3) Grupo Aval may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
 
 
 
 
 

 8 
Payments by check or money order must be accompanied by a cover letter identifying 
Grupo Aval and Corficolombiana as Respondents in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to Charles E. 
Cain, Chief of the FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 
100 F St., NE, Washington, DC 20549-5631B. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 
 

UNITED STATES OF AMERICA 

Before the 
SECURITIES AND EXCHANGE COMMISSION 

 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98103 / August 10, 2023 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No.  4437 / August 10, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-21559 
 
 
In the Matter of 
 

GRUPO AVAL ACCIONES 
Y VALORES S.A. and  
CORPORACIÓN 
FINANCIERA 
COLOMBIANA S.A., 

 
Respondents. 
 

 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  

  
I. 

 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Grupo Aval Acciones y Valores S.A. (“Grupo 
Aval”) and Corporación Financiera Colombiana S.A. (“Corficolombiana”) (referred to, collectively, 
as “Respondents”).   

 
II. 

 
 In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondents admit the Commission’s 
jurisdiction over them and the subject matter of these proceedings, and consent to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Exchange Act, 
Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
 
 
 



 2 

III. 
 

 On the basis of this Order and Respondents’ Offer, the Commission finds1 that:  
 

Summary 
  

These proceedings arise out of Corficolombiana’s involvement, through its former 
president as described below, in a bribery scheme related to the largest highway construction 
project in the history of Colombia, known as Ruta del Sol II (“RDS 2”), and specifically the 
construction of a road extension to the RDS 2 (the “Ocaña-Gamarra Extension”).  The bribe 
scheme took place against a backdrop of a failure to maintain sufficient internal accounting 
controls and books and records that concealed the bribes as legitimate business expenses.  As 
Grupo Aval’s agent, Corficolombiana violated the anti-bribery provisions of the Foreign Corrupt 
Practices Act (“FCPA”) and was a cause of Grupo Aval’s violations of the books and records and 
internal accounting controls provisions of the FCPA.   

 
Respondents 

 
1. Grupo Aval, a Colombian financial holding company based in Bogota, is one of the 

largest commercial banking groups in Colombia.  Grupo Aval’s shares are listed on the NYSE, 
and its securities have been registered with the Commission under Section 12 of the Exchange 
Act since 2011 and has reporting obligations under Section 13 of the Exchange Act.   

 
2. Corficolombiana is Grupo Aval’s merchant bank subsidiary and the largest finance 

corporation in Colombia.  Grupo Aval consolidates Corficolombiana’s results of operations into 
its financial statements.  Corficolombiana’s board of directors included officers of Grupo Aval. 

 
Background 

 
3. Colombia’s Ruta del Sol highway project is a long-term project to rehabilitate and 

construct highways connecting Bogota with large urban and rural areas throughout Colombia.  
In 2009, the Colombian government started a bidding process for RDS 2, a 328-mile highway 
infrastructure project.  Corficolombiana sought partnerships with leading infrastructure 
companies to bid on RDS 2 on behalf of Grupo Aval.  At the time, the RDS 2 project was the 
largest infrastructure project in Colombia’s history and was valued at approximately $1 billion. 

 
4. In 2009, Corficolombiana’s former president (“Corficolombiana Executive”) 

negotiated a bidding proposal with a Brazilian construction company for the RDS 2 contract on 
behalf of Corficolombiana.  The Corficolombiana Executive reported to Corficolombiana’s 
board of directors. 

 

 
1  The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding.  
 



 3 

5. Corficolombiana and the Brazilian construction company submitted a bid for the 
RDS 2 project on October 27, 2009, and the Colombian government agency assigned to review 
the RDS 2 bidding proposals awarded the project to them on December 15, 2009.   

 
6. Soon thereafter, Corficolombiana, the Brazilian construction company, and a third 

company formed two legal entities based in Colombia: a company to manage the project and a 
construction company to build the highway (referred to, collectively, as the “RDS 2 Joint 
Venture”).  The Brazilian construction company held an approximately 62% equity interest in 
the two entities, and Corficolombiana, through a Corficolombiana subsidiary, maintained an 
approximately 33% equity interest in the ventures.  

   
7. Corficolombiana’s participation in the RDS 2 bidding proposal was critical because 

it had a well-known record in the financial sector, including financing infrastructure projects in 
Colombia.  Corficolombiana, through the Corficolombiana Executive and its subsidiary, 
maintained influence over the financial and accounting operations of the RDS 2 Joint Venture, 
including nominating and appointing employees responsible for monitoring and approving third 
party obligations at the RDS 2 Joint Venture (such as the controller responsible for monitoring 
the compliance framework and the contract administrator with joint approval authority over 
third-party obligations).   

 
8. Beginning as early as 2012, the RDS 2 entity that was granted the rights to operate 

the RDS 2 project (“concession company”) lobbied the Colombian government to add to the 
RDS 2 concession contract a road extension project that would intersect the Ruta del Sol 
highway.  The Colombian government later added the Ocaña-Gamarra Extension to the original 
RDS 2 contract. 

 
9. In 2013, a senior executive at the Brazilian construction company in Colombia 

(“Brazilian Executive”) agreed to pay two individual intermediaries a success fee in exchange 
for the approval and acceleration of the Ocaña-Gamarra Extension.  The Brazilian Executive 
knew that a portion of the success fee paid to the intermediaries would be paid to Colombian 
government officials as bribes.   

 
10. Soon thereafter, the Brazilian Executive told the Corficolombiana Executive about 

the bribe scheme to obtain the Ocaña-Gamarra Extension.  The Corficolombiana Executive 
agreed to the bribery scheme and authorized the bribe payments to intermediaries through the 
RDS 2 Joint Venture using his influence over the financial and accounting operations of the 
RDS 2 Joint Venture. 

 
11. On March 14, 2014, Colombian government officials signed the Ocaña-Gamarra 

Extension as a contract addendum to the RDS 2 highway project contract.  At the time, the 
Ocaña-Gamarra Extension addendum was intended to create at least $350 million in additional 
revenue and added new financing obligations for the RDS 2 highway project.  As a result of the 
bribery scheme, the Colombian government approved the Ocaña-Gamarra Extension without a 
new public tendering process. 

 



 4 

12. After March 14, 2014, Colombian government officials reviewed the new financing 
obligations for the Ocaña-Gamarra Extension addendum critical to the RDS 2 Joint Venture.  In 
May 2014, before Colombian government officials approved the new financing obligations for 
the Ocaña-Gamarra Extension, the Brazilian Executive agreed to pay additional bribes to 
Colombian government officials in the form of illicit campaign contributions.   

 
13. The Brazilian Executive informed the Corficolombiana Executive, and the 

Corficolombiana Executive agreed to the bribery scheme and authorized the bribe payments to 
intermediaries through the RDS 2 Joint Venture using his influence over the financial and 
accounting operations of the RDS 2 Joint Venture. 

 
14.  In October 2014, the Colombian government approved new financing obligations 

for the Ocaña-Gamarra Extension addendum to the RDS 2 contract that were more favorable to 
the RDS 2 concession company.  The Brazilian Executive, together with the Corficolombiana 
Executive, intended to influence, and did influence, the approval and acceleration of the Ocaña-
Gamarra Extension by, among other things, causing the payment of bribes paid so the 
addendum would be included in the RDS 2 contract without a public tender or bidding process.   

 
15. The Corficolombiana Executive caused the RDS 2 Joint Venture to pay 

approximately $28 million in bribes to Colombian government officials from 2014 through 
2016 for the Ocaña-Gamarra Extension.  Specifically, the Brazilian construction company paid 
approximately $4 million in 2014; the RDS 2 concession company paid approximately $13.2 
million from 2014 through 2016 (approximately $2.7 million through a correspondent bank 
located in the United States), and the RDS 2 construction company paid approximately $10.9 
million from 2014 through 2016.   

 
16. The Brazilian construction company, the Brazilian Executive, and the 

Corficolombiana Executive used no-work contracts and sham invoices to pay bribes from the 
RDS 2 Joint Venture to Colombian government officials by reimbursing or paying 
intermediaries directly.  These contracts and invoices involved work that the RDS 2 
construction company handled internally or were fictitious, but were recorded as legitimate 
business expenses in the books and records of the RDS 2 Joint Venture.  Grupo Aval reported 
these expenses on financial statements it filed with the Commission.  As a result, 
Corficolombiana, through the Corficolombiana Executive, its subsidiary, and RDS 2 Joint 
Venture, caused Grupo Aval to inaccurately record the payments in its books and records.     

 
17. Corficolombiana, through the Corficolombiana Executive and its subsidiary, 

exercised influence over the financial and accounting operations of the RDS 2 Joint Venture.  
For example, the Corficolombiana Executive caused the RDS 2 construction company to 
approve payments to vendors for work that was already performed or lacked supporting 
documentation.  These payments resulted in the disposition of assets to pay for bribes.         

 
18. The bribery scheme provided Corficolombiana and other Grupo Aval subsidiaries 

with an improper financial benefit in the form of fees, interest income, and investment 



 5 

distributions totaling approximately $32 million.  These illicit profits were consolidated to 
Grupo Aval’s financial statements and accrued to Grupo Aval through 2020. 

 
LEGAL STANDARDS AND VIOLATIONS 
 

19. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any 
provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 
that is, was, or would be the cause of the violation, due to an act or omission the person knew or 
should have known would contribute to such violation. 

 
 Corficolombiana Violated Exchange Act Section 30A 

 
20. As a result of the conduct described above, the Corficolombiana Executive caused 

Corficolombiana to violate Section 30A of the Exchange Act, which prohibits any issuer with 
securities registered pursuant to Section 12 of the Exchange Act or which is required to file 
reports under Section 15(d) of the Exchange Act, or any officer, director, employee, or agent 
acting on its behalf, to make use of the mails or any means or instrumentality of interstate 
commerce corruptly in furtherance of an effort to pay or offer to pay anything of value to 
foreign officials for the purpose of influencing their official decision-making, in order to assist 
in obtaining or retaining business. 

 
Grupo Aval Violated Exchange Act Section 13(b)(2)(A) and Corficolombiana Caused 
Grupo Aval’s Violations 
 

21. As described above, the RDS 2 Joint Venture used no-work contracts and sham 
invoices to pay bribes to Colombian government officials.  These payments were recorded as 
legitimate business expenses in the books and records of the RDS 2 Joint Venture and of 
Corficolombiana, and were reported in Grupo Aval’s financial statements.  In addition, the 
Corficolombiana Executive signed various sub-certifications in connection with Grupo Aval’s 
financial reporting that falsely stated he was unaware of illegal acts.  As a result, 
Corficolombiana caused violations of, and Grupo Aval violated, Section 13(b)(2)(A) of the 
Exchange Act, which requires reporting companies to make and keep books, records, and 
accounts which, in reasonable detail, accurately and fairly reflect their transactions and 
dispositions of their assets. 

 
Grupo Aval Violated Exchange Act Section 13(b)(2)(B) and Corficolombiana Caused 
Grupo Aval’s Violations 
  

22. As described above, bribe payments to intermediaries were approved by 
Corficolombiana, through the Corficolombiana Executive and its subsidiary, relying on invoices 
lacking supporting documentation or using contracts for vaguely described services typically 
handled internally rather than by third parties.  As a result, Corficolombiana caused violations 
of, and Grupo Aval violated, Section 13(b)(2)(B) of the Exchange Act by failing to devise and 
maintain a system of internal accounting controls sufficient to provide reasonable assurances 



 6 

that transactions are executed and access to assets is permitted only in accordance with 
management’s general or specific authorization.   

 
Disgorgement and Non-Imposition of a Civil Penalty 

 
23. Respondents acknowledge that the Commission is not imposing a civil penalty 

based upon the imposition of a $20,300,000 criminal fine as part of Corficolombiana’s 
resolution with the U.S. Department of Justice.  

 
24. The disgorgement and prejudgment interest referenced in paragraph IV.C., below, 

is consistent with equitable principles, does not exceed Grupo Aval’s net profits from its 
violations, and returning the money to Grupo Aval would be inconsistent with equitable 
principles. Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury 
is the most equitable alternative.  The disgorgement and prejudgment interest referenced in 
paragraph IV.C. shall be transferred to the general fund of the U.S. Treasury, subject to Section 
21F(g)(3) of the Exchange Act. 

 
Grupo Aval’s Remedial Efforts 

 
25. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondents and cooperation afforded the Commission staff.  
Respondents’ cooperation included voluntarily summarizing and providing facts developed 
during their own internal investigation and producing and translating certain documents.  
Respondents’ remediation included conducting a comprehensive risk assessment; re-evaluating 
and re-designing their anti-corruption compliance program; improving policies and procedures; 
and enhancing internal controls, including those related to joint venture entities and investments.   

 
Deferred-Prosecution Agreement 

 
26. Corficolombiana has entered into a deferred-prosecution agreement with the U.S. 

Department of Justice that acknowledges responsibility for criminal conduct relating to the 
findings in the Order.  United States v. Corporación Financiera Colombiana S.A. (to be filed in 
D. Md.) 



 7 

IV. 
 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Grupo Aval cease and 
desist from committing or causing any violations and any future violations of Sections 13(b)(2)(A) 
and 13(b)(2)(B) of the Exchange Act. 
 
 B. Pursuant to Section 21C of the Exchange Act, Respondent Corficolombiana cease 
and desist from committing or causing any violations and any future violations of Sections 
13(b)(2)(A), 13(b)(2)(B), and 30A of the Exchange Act. 
 
 C. Grupo Aval shall, within 10 days of the entry of this Order, pay disgorgement of 
$32,139,731 and prejudgment interest of $8,129,558 to the Securities and Exchange Commission 
for transfer to the general fund of the United States Treasury, subject to Exchange Act Section 
21F(g)(3).  If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of 
Practice 600. 
 
Payment must be made in one of the following ways:   
 

(1) Grupo Aval may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  

 
(2) Grupo Aval may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Grupo Aval may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  

 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 

 
 
 
 
 
 

http://www.sec.gov/about/offices/ofm.htm


 8 

Payments by check or money order must be accompanied by a cover letter identifying 
Grupo Aval and Corficolombiana as Respondents in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to Charles E. 
Cain, Chief of the FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 
100 F St., NE, Washington, DC 20549-5631B. 
 
 By the Commission. 
 
 
 

Vanessa A. Countryman 
Secretary 

 
 
 


	UNITED STATES OF AMERICA
	In the Matter of
	GRUPO AVAL ACCIONES Y VALORES S.A. and  CORPORACIÓN FINANCIERA COLOMBIANA S.A.,
	Respondents.
	IV.