Regulatory Alerts2024-12-06
Addendum to Instruction No. 21, Modification No. 2 of July 4, 2023, on Corporate Governance of Credit Institutions
The Central Bank of Congo issued this addendum to amend Articles 16 and 41 of its July 2023 corporate governance instruction, establishing fixed terms for independent (three years), non-executive (six years), and executive (five years) directors. It mandates a six-month cooling-off period for executives, restricts post-tenure roles during remaining terms, and clarifies termination grounds including gross misconduct, sick leave, and politically exposed person (PEP) status. Furthermore, it imposes a thirty-six-month waiting period for PEPs seeking board or executive roles and declares the addendum effective upon signature while repealing conflicting prior provisions.
CENTRAL BANK OF CONGO
THE GOVERNOR
ADDENDUM TO INSTRUCTION NO. 21, MODIFICATION NO. 2 OF JULY 4, 2023, ON CORPORATE GOVERNANCE OF CREDIT INSTITUTIONS
Article 1:
Article 16 of Instruction No. 21, Modification No. 2 of July 4, 2023, on the corporate governance of Credit Institutions is amended as follows:
"The term of office of independent directors is three (3) years, renewable once.
The term of office of non-executive directors is six (6) years, renewable.
A supervised institution may not interrupt the term of a member of the deliberative body for reasons other than death, gross misconduct, sick leave, or obtaining the status of politically exposed person (PEP) within the meaning of Law No. 22/068 of December 27, 2022, on combating money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, with the exception of PEP equivalents.
A director who terminates their term by their own initiative may not hold another position or perform any function in another Credit Institution or financial company during the remaining period of the interrupted term.
This restriction on practice extends to any form of agreement or collaboration until the duration of the interrupted term is exhausted.
A member of the deliberative body dismissed for gross misconduct may no longer perform any other function in another Credit Institution or financial company."
563, Colonel Tshatshi Boulevard - Kinshasa - Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd
CENTRAL BANK OF CONGO
CONTINUED, PAGE 2
Article 2:
Article 41 of Instruction No. 21, Modification No. 2 of July 4, 2023, on the corporate governance of Credit Institutions is amended as follows:
"The term of office of members of the executive body is five (5) years, renewable only once.
The renewal of the term of an executive body member is decided by the deliberative body following a documented evaluation of results achieved against the objectives set in their performance contract.
Upon expiration of their term in a supervised institution, an executive body member may not serve in that capacity or under any title in another supervised institution until after a cooling-off period of six (6) months, running from the end of said term. Furthermore, this former executive body member is required to commit to both their previous institution and the Central Bank not to disclose sensitive information of said institution, particularly to competitors or the public.
A supervised institution may not interrupt the term of an executive body member for reasons other than death, gross misconduct, sick leave, proven or evidenced incapacity in meeting the assignments contained in the performance contract, or obtaining the status of politically exposed person (PEP) within the meaning of Law No. 22/068 of December 27, 2022, on combating money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, with the exception of PEP equivalents.
An executive body member who terminates their term by their own initiative may not hold another position or perform any function in another Credit Institution or financial company during the remaining period of the interrupted term.
This restriction on practice extends to any form of agreement or collaboration until the duration of the interrupted term is exhausted.
A member of the executive body dismissed for gross misconduct may no longer perform any other function in another Credit Institution or financial company."
563, Colonel Tshatshi Boulevard - Kinshasa - Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd
CENTRAL BANK OF CONGO
CONTINUED, PAGE 3
Article 3:
A politically exposed person may not hold the functions of director or member of the executive body of a supervised institution until thirty-six (36) months have expired after ceasing the function that conferred the status of politically exposed person.
Article 4:
This addendum enters into force on the date of its signature. It modifies and supplements Instruction No. 21 of July 4, 2023, on the corporate governance of Credit Institutions and repeals all prior contrary provisions.
Done in Kinshasa, on December 11, 2024
MALANGU KABEDI MBUYI Governor
563, Colonel Tshatshi Boulevard - Kinshasa - Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd