Ordinary Law on Inclusive Financial Institutions in the Republic of Guinea

REPUBLIC OF GUINEA WORK-JUSTICE-SOLIDARITY Central Bank of the Republic of Guinea AUGUST 2017 ORDINARY LAW ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA

Central Bank of the Republic of Guinea 1 Boulevard du Commerce Commercial District of Kaloum Tel.: (+224) 6647 Email: secretariat.gouv@bcrg-guinee.org www.bcrc-guinee.org P.O. Box: 692 Conakry PRICE: 100.0 GNF

REPUBLIC OF GUINEA WORK-JUSTICE-SOLIDARITY C.B.R.G. Central Bank of the Republic of Guinea AUGUST 2017 ORDINARY LAW ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA

DECREE D/2017/215/PRG/SGG OF AUGUST 17, 2017, PROMULGATING LAW L/2017/031/AN OF JULY 4, 2017. DECREE THE PRESIDENT OF THE REPUBLIC, Having examined the Constitution; DECREES: Article 1: Law L/2017/031/AN of July 4, 2017, on Inclusive Financial Institutions in the Republic of Guinea, is hereby promulgated. Article 2: This Decree, effective as of its date of signature, shall be registered and published in the Official Journal of the Republic. Conakry, August 17, 2017 Prof. Alpha CONDE

ORDINARY LAW L/2017/031/AN OF JULY 4, 2017, ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA. TITLE I: DEFINITIONS TITLE II: SCOPE OF THE REGULATORY FRAMEWORK FOR INCLUSIVE FINANCIAL INSTITUTIONS CHAPTER I: SCOPE OF APPLICATION CHAPTER II: OPERATIONS OF MICROFINANCE INSTITUTIONS CHAPTER III: OPERATIONS OF ELECTRONIC MONEY INSTITUTIONS CHAPTER IV: OPERATIONS OF POSTAL FINANCIAL SERVICES CHAPTER V: OPERATIONS OF OTHER INCLUSIVE FINANCIAL INSTITUTIONS. TITLE III: CONDITIONS OF OPERATION, APPROVALS, PRIOR AUTHORIZATIONS, NOTIFICATIONS, AND PROHIBITIONS CHAPTER I: APPROVAL OF INCLUSIVE FINANCIAL INSTITUTIONS CHAPTER II: APPROVAL OF CHIEF EXECUTIVE OFFICERS AND STATUTORY AUDITORS CHAPTER III: WITHDRAWAL OF APPROVAL CHAPTER IV: PRIOR AUTHORIZATIONS CHAPTER V: NOTIFICATIONS CHAPTER VI: PROHIBITIONS TITLE IV: PRUDENTIAL PROVISIONS RELATING TO INCLUSIVE FINANCIAL INSTITUTIONS. CHAPTER I: ORGANIZATION CHAPTER II: OPERATION CHAPTER III: INTERNAL CONTROL CHAPTER IV: SUPERVISION BY THE CENTRAL BANK CHAPTER V: ACCOUNTING AND INFORMATION TO THE CENTRAL BANK CHAPTER VI: PRUDENTIAL REGIME FOR MICROFINANCE INSTITUTIONS CHAPTER VII: PRUDENTIAL REGIME FOR ELECTRONIC MONEY INSTITUTIONS CHAPTER VIII: PRUDENTIAL REGIME FOR THE POSTAL FINANCIAL SYSTEM

SUMMARY Article 169: The provisions of this Law relating to collective debt clearance procedures shall only apply to proceedings opened against an Inclusive Financial Institution after its entry into force. Article 170: Article 10, paragraph 3 of the Banking Law L/2013/060/CNT of August 12, 2013, is hereby repealed. In the Banking Law L/2013/060/CNT of August 12, 2013, the term "Decentralized Financing System" is replaced by "Microfinance Institution". Article 171: Instructions and decisions shall define, as necessary, the implementation modalities of this Law. Article 172: Instructions from the Central Bank shall determine, as necessary, the provisions applicable to the different categories and sub-categories of Inclusive Financial Institutions. Article 173: All prior provisions contrary to this Law are hereby repealed, effective as of the date of entry into force of this Law. Article 174: This Law, which enters into force upon its promulgation, shall be registered and published in the Official Journal of the Republic of Guinea and executed as a Law of the State. Conakry, July 4, 2017 For the Plenary Session The Secretary of the Session / The President of the Session, First Parliamentary President of the National Assembly Bakary DIAKITE / Claude Kory KONDIANO

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ORDINARY LAW L/2017/031/AN OF JULY 4, 2017, ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA 3 CHAPTER IX: PRUDENTIAL REGIME FOR OTHER INCLUSIVE FINANCIAL INSTITUTIONS CHAPTER X: MICROFINANCE OPERATIONS INTERMEDIARIES (MOI) AND ELECTRONIC MONEY SERVICES INTERMEDIARIES (EMSI) TITLE V: REGULATION OF MARKET PRACTICES CHAPTER I: STANDARDS RELATING TO THE TRANSPARENCY OF CONDITIONS, FAIR TREATMENT, REMEDIES, AND CREDIT PRODUCTS FOR CONSUMER PROTECTION CHAPTER II: COMPETITION CHAPTER III: TAX REGIME FOR MICROFINANCE INSTITUTIONS CHAPTER IV: DEPOSITOR PROTECTION CHAPTER V: ANTI-MONEY LAUNDERING AND COUNTERING THE FINANCING OF TERRORISM FRAMEWORK TITLE VI: PROVISIONS SPECIFIC TO SELF-MANAGED MICROFINANCE INSTITUTIONS AND THEIR NETWORKS CHAPTER I: GENERAL PROVISIONS CHAPTER II: ORGANIZATION AND OPERATION CHAPTER III: AFFILIATION, DE-AFFILIATION, MERGER, SPIN-OFF, DISSOLUTION, AND LIQUIDATION CHAPTER IV: PROVISIONS RELATING TO UMBRELLA INSTITUTIONS TITLE VII: SUPERVISOR INTERVENTION CHAPTER I: OFFENCES AND SANCTIONS CHAPTER II: ADMINISTRATIVE MEASURES CHAPTER III: PROVISIONAL ADMINISTRATION, RESOLUTION, AND LIQUIDATION CHAPTER IV: PROVISIONS RELATING TO THE ORGANIZATION OF COLLECTIVE DEBT CLEARANCE PROCEDURES TITLE VIII: INSTITUTIONAL FRAMEWORK CHAPTER I: THE APPROVAL COMMITTEE CHAPTER II: PROFESSIONAL ASSOCIATIONS TITLE IX: TRANSITIONAL AND FINAL PROVISIONS

DECREE D/2017/215/PRG/SGG OF AUGUST 17, 2017, PROMULGATING LAW L/2017/031/AN OF JULY 4, 2017. DECREE

ORDINARY LAW L/2017/031/AN OF JULY 4, 2017, ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA 42 Article 164: The Committee shall meet whenever necessary upon summons by its President. The decisions of the Approval Committee are taken by a majority of votes. In the event of a tie, the President's vote shall be decisive. When the Approval Committee meets within the framework of a disciplinary procedure against an Inclusive Financial Institution, its executives, or its statutory auditor, the heads of the General Directorate of Financial Institutions Supervision and the Directorate for the Supervision of Inclusive Financial Institutions shall not participate in the decision-making. CHAPTER II: PROFESSIONAL ASSOCIATIONS Article 165: Every Microfinance Institution must, within three (03) months following its approval, join the Professional Association of Microfinance Institutions of Guinea, abbreviated as "APIM-G". Article 166: Every Electronic Money Institution must, within three (03) months following its approval, join the Professional Association of Electronic Money Institutions of Guinea, abbreviated as "APEME-G". Article 167: APIM-G and APEME-G shall have the following main responsibilities:

• representing members;
• defending the interests of their members;
• sector advocacy;
• moralization and professionalization of the sector;
• dissemination of best practices, performance standards, and Codes of Ethics;
• institutional strengthening, notably through training for member MFIs and EMIs. The statutes of APIM-G and APEME-G are subject to approval by the Central Bank. Failure to comply with this provision exposes Microfinance Institutions or Electronic Money Institutions to disciplinary sanctions provided for by this Law. TITLE IX: TRANSITIONAL AND FINAL PROVISIONS Article 168: Microfinance Institutions and Electronic Money Institutions already approved shall have a period of twelve (12) months, from the date of entry into force of this Law, to comply with its provisions.

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ORDINARY LAW L/2017/031/AN OF JULY 4, 2017, ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA 4 the Constitution, particularly Article 72; Having examined and deliberated upon it, adopted during its plenary session of July 4, 2017, the Ordinary Law on Inclusive Financial Institutions in the Republic of Guinea, the text of which follows: TITLE I: DEFINITIONS Article 1: For the purposes of this Law, the following terms shall mean:

1. "Agency": A structure without legal personality dependent on the headquarters of a Financial Institution and endowed with management autonomy according to the modalities provided for in the statutes.
2. "Association": A grouping of persons meeting the definition given by the relevant national law.
3. "Professional Association": A grouping, as the case may be, of all Microfinance Institutions or all Electronic Money Institutions "EMI", tasked, among other things, with promoting and defending the interests of its members.
4. "Central Bank": Central Bank of the Republic of Guinea.
5. "Electronic Money Account": Any account intended exclusively for carrying out payment operations and which can be operated by means of a payment card or any electronic support.
6. "Prudential Provisions": The set of rules defined within the framework of the prudential supervision of MFIs or EMIs.
7. Electronic Money Institution or "EMI": An Inclusive Financial Institution authorized under this Law to issue and distribute Electronic Money and to offer the public any related payment service.
8. "Issuing Institutions": Banks as defined in Article 15, paragraph 2 of the Law on Banking Regulation, Microfinance Institutions, Electronic Money Institutions, and the Postal Financial System.
9. "Umbrella Institution": The Microfinance Institution resulting from the grouping of base institutions and exercising the responsibilities and prerogatives under this Law.
10. "FGDR": Deposit Guarantee and Resolution Fund. Vu REPUBLIC OF GUINEA Work-Justice-Solidarity NATIONAL ASSEMBLY OF THE REPUBLIC OF GUINEA

• from which they have acted as lawyer or advisor during the two (02) preceding years, or from an affiliated company. The Approval Committee establishes the ethical rules applicable to its members. Article 163: The primary mission of the Approval Committee, in collaboration with other stakeholders in the supervision of Inclusive Financial Institutions, is to promote the safety and solidity of approved entities. To this end, it is empowered to: 1- grant approvals to Inclusive Financial Institutions, their Chief Executive Officers, and Statutory Auditors in accordance with the provisions of this Law; 2- withdraw approvals from Inclusive Financial Institutions as well as their Executives and Statutory Auditors as soon as they no longer meet the legal or regulatory conditions required; 3- establish the regulations concerning the minimum capital amount of Inclusive Financial Institutions. The Approval Committee is referred to by the Central Bank for an opinion on the appointment by the Central Bank of a Provisional Administrator to whom the powers necessary for the administration and management of an Inclusive Financial Institution are transferred by operation of law under this Law. The Approval Committee may declare the insolvency of an Inclusive Financial Institution upon a reasoned request from its executives, based on findings made by the Provisional Administrator, or in the event of a severe liquidity crisis upon a reasoned request from the Central Bank. The Approval Committee decides on the withdrawal of the approval of an Inclusive Financial Institution:
• when the approval is not or is no longer exercised within the timeframes set by this Law;
• when the approval was issued based on false documents or false declarations;
• when the Inclusive Financial Institution does not meet the criteria or does not respect the conditions of its approval;
• upon the reasoned request of the executives;
• in the event of a total transfer of activities;
• in the event of insolvency. The Approval Committee sets the conditions under which the withdrawal of approval is exercised.

ORDINARY LAW L/2017/031/AN OF JULY 4, 2017, ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA 41

ORDINARY LAW L/2017/031/AN OF JULY 4, 2017, ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA 5 11) "Base Institution": A Microfinance Institution primarily composed of natural persons and governed by mutualist, cooperative, or self-managed action rules, carrying out microfinance operations with its members. 12) "Microfinance Institution" or "MFI": An Inclusive Financial Institution authorized under this Law to offer financial services to persons who generally do not have access to banking operations. 13) Inclusive Financial Institution: An approved Financial Institution that professionally offers specific financial services to populations operating largely outside the traditional banking circuit, within the limits permitted by their category and approval. Inclusive Financial Institutions comprise the following categories:

• Microfinance Institution;
• Electronic Money Institution;
• Postal Financial Services;
• Other Inclusive Financial Institutions.

14. Electronic Money: Monetary value representing a claim on the issuer that is: • stored in electronic form, including magnetic; • issued without delay against the handover of funds of an amount not less than the monetary value issued; • accepted as a means of payment by natural or legal persons other than the issuer.
15. "Electronic Payment Instrument": Any tool enabling the recording of signals in computer memory, and enabling the provision of electronic payment services via an electronic payment account.
16. "Microfinance Operations Intermediary" or MOI: Any person who, habitually, presents, proposes, or assists in concluding microfinance services or carries out all preparatory work and advice for their realization, for remuneration or any other form of economic benefit, without acting as a guarantor and without being an employee of an establishment.
17. "Electronic Payment Services Intermediary" or EPSI: Any person who, habitually, presents, proposes, or assists in concluding electronic payment services or carries out all preparatory work and advice for their realization, for remuneration or any other form of economic benefit, without acting as a guarantor and without being an employee of an issuing establishment.

ORDINARY LAW L/2017/031/AN OF JULY 4, 2017, ON INCLUSIVE FINANCIAL INSTITUTIONS IN THE REPUBLIC OF GUINEA 40 TITLE VIII: INSTITUTIONAL FRAMEWORK CHAPTER I: THE APPROVAL COMMITTEE Article 162: The Approval Committee, an independent decision-making body, is chaired by the Governor of the Central Bank or, in their absence, by one of the Deputy Governors. It comprises:

• one (01) member designated by the Minister of Economy and Finance;
• one (01) member designated by the Minister of Justice;
• one (01) independent personality with experience in the microfinance field chosen by the Governor of the Central Bank;
• one (01) member designated by the Minister of Posts, Telecommunications, and the Digital Economy, when it concerns the approval of Postal Financial Services, their executives, and statutory auditors;
• the Head of the General Directorate of Financial Institutions Supervision of the Central Bank;
• the Head in charge of Legal Services of the Central Bank;
• the Head in charge of the Supervision of Inclusive Financial Institutions, who shall serve as its secretary. Chosen members are appointed for a renewable term of three (03) years. Members of the Approval Committee are selected based on their integrity and experience in the financial, legal, and banking fields. Alternate members are chosen under the same conditions. Chosen principal and alternate members are not revocable, except under the same conditions as those stated for the Governor. Chosen members cannot be employees or hold any mandate in an Inclusive Financial Institution, a credit institution, or an affiliated company. They must inform the President of the Approval Committee in writing, at the time of their appointment, of the functions and mandates they have held in an Inclusive Financial Institution, a credit institution, or an affiliated person during the two (02) years preceding their appointment, and of any ongoing contracts with an Inclusive Financial Institution, a Credit Institution, or an affiliated person. The members