Circular No. 03M18 on the Approval of Administrators, Supervisory Board Members, Qualified and Reference Shareholders, and Executives in Microfinance

BANQUE DE LA REPUBLIQUE DU BURUNDI
THE DIRECTORATE

Circular No. 03/M/18 on the Approval of Administrators, Supervisory Board Members, Qualified and Reference Shareholders, and Executives of Microfinance Institutions, Head Structures, Financial Bodies, as well as the Registration of Management Committee Members of Community Financial Groups, issued under Regulation No. 001/2018 on Microfinance Activities.

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Article 1: Object and Scope

This circular aims to specify the procedures, conditions, and required documents for the approval of Administrators, Supervisory Board Members, Qualified Shareholders, Reference Shareholders, and Executives of Microfinance Institutions, Head Structures, and Financial Bodies.

It also specifies the procedures, conditions, and required documents for the registration of Management Committee Members of Community Financial Groups.

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Article 2: Conditions and Required Documents for the Approval of Administrators and Supervisory Board Members

Before taking office, Administrators and Supervisory Board Members must be approved by the Central Bank.

Microfinance Institutions, Head Structures, and Financial Bodies must submit, for each person seeking approval, a file containing the following:

• an application letter addressed to the Governor of the Central Bank;
• a detailed curriculum vitae;
• an original police clearance certificate issued within the last three (03) months;
• a certificate of non-bankruptcy issued by the competent authority dated within the last three (03) months;
• the minutes of the General Assembly meeting designating the candidate for approval;
• certified true copies of diplomas, respectively at least a Bachelor’s degree or equivalent for the Chairman of the Board of Directors and the Chairman of the Supervisory Board, and at least A1 level for other Administrators and Supervisory Board Members;
• an equivalence certificate for diplomas obtained in a foreign country;
• at least three (03) years of experience in financial and/or banking, legal, or corporate governance matters for the Chairman of the Board of Directors and the Chairman of the Supervisory Board;
• proven skills in banking or finance, particularly in accounting, management, economics, taxation, and law for Independent Administrators;
• a copy of the National Identity Card or passport;
• the approval application form, recommended in Annex I of this circular, duly completed;
• any other information and details deemed useful by the Central Bank.

In addition to the above-mentioned conditions and documents, Administrators and Supervisory Board Members must comply with Article 13 of the regulation governing microfinance activities regarding the disqualifications of Executives and Management Body Members.

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Article 3: Conditions and Required Documents for the Approval of Executives

Before taking office, Executives must be approved by the Central Bank.

Microfinance Institutions, Head Structures, and Financial Bodies must submit, for each of their Executives, a file containing the following:

• an application letter addressed to the Governor of the Central Bank;
• a detailed curriculum vitae indicating at least three (03) years of relevant experience in financial and/or banking matters;
• an original police clearance certificate issued within the last three (03) months;
• a certificate of non-bankruptcy issued by the competent authority dated within the last three (03) months;
• certified true copies of diplomas of at least a Bachelor’s degree or equivalent in finance, law, economics, or similar sciences;
• an equivalence certificate for diplomas obtained in a foreign country;
• the minutes of the General Assembly and Board of Directors meetings designating the candidate for approval;
• a copy of the National Identity Card or passport;
• the approval application form, recommended in the Annex of this circular, duly completed;
• any other information and/or details deemed useful by the Central Bank.

In addition to the above-mentioned conditions and documents, Administrators and Supervisory Board Members must comply with Article 13 of the regulation governing microfinance activities regarding the disqualifications of Executives and Management Body Members.

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Article 4: Required Documents for the Approval of Qualified and Reference Shareholders

At the time of the application, Qualified and Reference Shareholders must be approved by the Central Bank.

First-category Microfinance Institutions must submit, for each Qualified or Reference Shareholder seeking approval, a file containing the following:

• an application letter addressed to the Governor of the Central Bank;
• a detailed curriculum vitae;
• an original police clearance certificate issued within the last three (03) months;
• a copy of the National Identity Card or passport;
• the approval application form, recommended in Annex II of this circular, duly completed;
• any other information and details deemed useful by the Central Bank.

In addition to the above-mentioned conditions and documents, Qualified and Reference Shareholders must comply with Article 13 of the regulation governing microfinance activities regarding the disqualifications of Executives and Management Body Members.

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Article 5: Required Documents for the Registration of Management Committee Members of Community Financial Groups

Management Committee Members must be registered by the Central Bank.

Community Financial Groups must submit, for each person seeking registration, a file containing the following:

• an application letter addressed to the Governor of the Central Bank;
• a detailed curriculum vitae;
• an original police clearance certificate issued within the last three (03) months;
• a copy of the National Identity Card or passport;
• any other information and details deemed useful by the Central Bank.

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Article 6: Withdrawal of Approval

If the approval of a Qualified Shareholder, Reference Shareholder, Administrator, Supervisory Board Member, or Executive was obtained based on false or misleading information, or if the initial approval conditions are no longer met, the Central Bank immediately withdraws the approval without prejudice to sanctions provided by other legislative and regulatory texts.

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Article 7: Declaration of Shareholdings or Positions Held by Administrators, Supervisory Board Members, and Executives in Other Companies

Administrators, Supervisory Board Members, and Executives must declare at all times the companies in which they hold shares and/or hold positions as Executives, Administrators, Company Managers, or Statutory Auditors.

After verification, Microfinance Institutions, Head Structures, and Financial Bodies transmit this information to the Central Bank in turn, according to the format recommended in Annex I of this circular.

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Article 8: Entry into Force

This circular enters into force on the day of its publication in the Official Bulletin of Burundi and on the website of the Bank of the Republic of Burundi.

Done in Bujumbura on August 20, 2018

BANQUE DE LA REPUBLIQUE DU BURUNDI
Annunciata SENDAZIRASA Melchior WAGARA
2nd Deputy Governor.- 1st Deputy Governor.-

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Annex I of Circular No. 03/M/18 on the Approval of Administrators, Supervisory Board Members, Qualified and Reference Shareholders, and Executives of Microfinance Institutions, Head Structures, Financial Bodies, and the Registration of Management Committee Members of Community Financial Groups issued under Regulation No. 001/2018 on Microfinance Activities

APPLICATION FORM FOR APPROVAL OF EXECUTIVES, ADMINISTRATORS, AND SUPERVISORY BOARD MEMBERS

I. IDENTIFICATION

1. Surname
2. First Name
3. Date of Birth
4. Place of Birth
5. Telephone Number
6. Identity Card (or Passport) Number
7. Physical Address

II. PROFESSIONAL EXPERIENCE

Institution	Position Held	Duration	Reasons for Departure (if applicable)
1.
2.
3.
4.
5.

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III. DECLARATION OF ACCOUNTS HELD (DEPOSITS AND/OR CREDITS) AT LOCAL CREDIT INSTITUTIONS AND MICROFINANCE INSTITUTIONS (at least the last 5 years)

CREDIT INSTITUTION AND/OR MICROFINANCE INSTITUTION
1.
2.
3.
4.
5.

IV. DECLARATION OF SHAREHOLDINGS HELD (directly or indirectly)

Credit Institution or Microfinance Institution	Date of Acquisition	Amount of Shareholding	Percentage of Shareholdings relative to Paid-up Capital

V. DECLARATION OF LOANS TAKEN

Lending Institution	Type of Credit	Amount Granted	Guarantees Provided and Their Values	Outstanding Balance	Status of Credit (performing or non-performing)

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VI. OTHER INFORMATION

1. Have you previously submitted an approval application that was rejected or annulled by the Central Bank or any other Regulatory Authority? (If yes, provide details)
   .......................................................................................................................

2. Have you, in any country, already been dismissed from a position or employment, subjected to disciplinary measures by your employer, or prohibited from accessing a profession or occupation? If yes, provide details.
   .......................................................................................................................

3. Have you already been declared bankrupt in a company that, under your leadership, was declared bankrupt? If yes, provide details.
   .......................................................................................................................

4. Have you already been held responsible for any fraud or other related offense? If yes, provide details.
   .......................................................................................................................

VII. SWORN STATEMENT

I am informed that providing false information to the Central Bank constitutes grounds for withdrawal of approval in accordance with Article 6 of this circular.

I undertake to inform the Central Bank of any significant changes concerning my information that may occur during the approval application process. I am also aware that intentional or unintentional omission of important information shall be interpreted as an offense and may lead to the rejection of my application.

I, the undersigned (e)..................................., hereby declare that the information mentioned in this document is true, sincere, and consistent with reality.

Name and Surname
Signature

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Annex II of Circular No. 03/M/18 on the Approval of Administrators, Supervisory Board Members, Qualified and Reference Shareholders, and Executives of Microfinance Institutions, Head Structures, Financial Bodies, and the Registration of Management Committee Members of Community Financial Groups issued under Regulation No. 001/2018 on Microfinance Activities

APPLICATION FORM FOR APPROVAL OF QUALIFIED AND REFERENCE SHAREHOLDERS

I. IDENTIFICATION

Name of the Institution:
Identity of the Qualified Shareholder:

Legal Person	Physical Person
Company Name:	Surname and First Name(s):
Legal Form:	Date and Place of Birth:
Commercial Register:	Nationality:
Physical Address:	Physical Address:

II. PROFESSIONAL EXPERIENCE

Institution	Position Held	Duration	Reasons for Departure (if applicable)
1.
2.
3.
4.
5.

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III. DECLARATION OF ACCOUNTS HELD (DEPOSITS AND/OR CREDITS) AT LOCAL CREDIT INSTITUTIONS AND MICROFINANCE INSTITUTIONS (at least the last 5 years)

CREDIT INSTITUTION AND/OR MICROFINANCE INSTITUTION
1.
2.
3.
4.
5.

IV. DECLARATION OF SHAREHOLDINGS HELD (directly or indirectly)

Credit Institution or Microfinance Institution	Date of Acquisition	Amount of Shareholding	Percentage of Shareholdings relative to Paid-up Capital

V. DECLARATION OF LOANS TAKEN

Lending Institution	Type of Credit	Amount Granted	Guarantees Provided and Their Values	Outstanding Balance	Status of Credit (performing or non-performing)

VI. OTHER INFORMATION

1. Have you previously submitted an approval application that was rejected or annulled by the Central Bank or any other Regulatory Authority? (If yes, provide details)
   .......................................................................................................................

2. Have you, in any country, already been dismissed from a position or employment, subjected to disciplinary measures by your employer, or prohibited from accessing a profession or occupation? If yes, provide details.
   .......................................................................................................................

3. Have you already been declared bankrupt in a company that, under your leadership, was declared bankrupt? If yes, provide details.
   .......................................................................................................................

4. Have you already been held responsible for any fraud or other related offense? If yes, provide details.
   .......................................................................................................................

VII. SWORN STATEMENT

I am informed that providing false information to the Central Bank during my approval application constitutes grounds for withdrawal of approval in accordance with Article 6 of this circular.

I undertake to inform the Central Bank of any significant changes concerning my information that may occur during the approval application process. I am also aware that intentional or unintentional omission of important information shall be interpreted as an offense and may lead to the rejection of my application.

I, the undersigned (e)..................................., hereby declare that the information mentioned in this document is true, sincere, and consistent with reality.

Name and Surname
Signature