BCEAO Instruction No. 035-11-2016 on the Preparation and Publication of Individual and Consolidated Financial Statements

Governor of the Central Bank of West African States (BCEAO), Having regard to the Treaty of the West African Monetary Union (UMOA) of 20 January 2007, particularly Article 34 thereof; Having regard to the Statutes of the Central Bank of West African States (BCEAO), annexed to the UMOA Treaty of 20 January 2007, particularly Articles 30, 31, 32, 33 and 34 thereof; Having regard to the Uniform Act on Banking Regulation, particularly Articles 50, 51, 52, 53 and 54 thereof; Having regard to Decision No. 014/24/06/2016/CM/UMOA of 24 June 2016 on consolidated supervision of parent credit institutions and financial companies within the UMOA; Having regard to Decision No. 357-11-2016 of 15 November 2016 establishing the Revised UMOA Banking Accounting Plan and its related annex, DECIDES

Chapter 1: General Provisions Article 1 Banks, banking-type financial institutions and financial companies, hereinafter referred to as "subject entities", are required to comply with the provisions of this Instruction in the preparation and publication of financial statements.

Article 2 The preparation of financial statements by subject entities falls under the responsibility of their governing bodies.

Avenue Abdoulaye FADIGA BP 3108 – Dakar - Senegal Tel.: (221) 33 839 05 00 / Fax: (221) 33 823 93 35 www.bceao.int INSTRUCTION NO. 035-11-2016 ON THE PREPARATION AND PUBLICATION OF INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS The Governor

2 Individual or consolidated financial statements, whether annual or for the end of the first semester, are certified by the Board of Directors or any equivalent body. The effective certification date of the accounts must be stated in all transmissions of financial statements.

Article 3 The annual financial statements of subject entities aggregate accounting information at least once a year over a twelve-month period, referred to as the financial year. The financial year of subject entities begins on 1 January and ends on 31 December, the closing date of the financial year.

Chapter 2: Individual Financial Statements Article 4 The annual individual financial statements comprise the balance sheet, off-balance sheet items, income statement and notes. They form an inseparable whole and are prepared in accordance with the provisions contained in the Revised UMOA Banking Accounting Plan.

Article 5 The annual individual financial statements are approved by the General Meeting of Shareholders or any equivalent body. The effective approval date of the accounts is indicated upon transmission of the financial statements.

Article 6 Within one month following approval by the General Meeting of Shareholders, and before 30 June of the following year, subject entities must submit to the Central Bank and the UMOA Banking Commission the following documents prepared for the previous financial year: – annual financial statements; – reports issued by one or more statutory auditors, including the report on internal control, the report to the Board of Directors, reports to the General Meeting of Shareholders, the detailed report where applicable, and the report on the evaluation of the fifty largest risks; – management report of the Board of Directors of the subject entity or any equivalent body; – minutes of meetings of the bodies responsible for certifying and approving the accounts of the subject entity.

Article 7 A branch located in a UMOA Member State of a credit institution whose registered office is in another Member State of the Union transmits to the Central Bank solely the documents of the concerned entity, within the same timeframes indicated in Article 6 above.

Article 8 Subject entities are required to submit the statements referred to in Article 4 above, certified at the end of the first semester of each financial year, to the Central Bank and the Banking Commission within two months following the end of that semester. These statements include a comparative view with figures certified at the end of the first semester of the previous financial year for the income statement, and with figures from the end of the previous financial year for the balance sheet and off-balance sheet items. They are accompanied by a semester activity report and a report from one or more statutory auditors on the fairness of the information provided. The semester activity report describes the entity's activities and results during the relevant semester, as well as the foreseeable evolution of these activities until year-end. Significant events occurring during the past semester are also indicated in this report.

Article 9 The annual and first-semester-end individual financial statements are published in the Official Gazette of the concerned State, at the initiative of the Central Bank and at the expense of subject entities. The publication references are notified by the Central Bank to subject entities for insertion into a legal announcements journal or a national daily newspaper of general information meeting the conditions set forth in the OHADA Uniform Act on commercial companies and economic interest groups. This publication also specifies the arrangements under which the management report, referred to in Article 6 above, or the semester activity report indicated in Article 8 of this Instruction, are made available to the public.

Chapter 3: Consolidated Financial Statements Article 10 The consolidated financial statements comprise the balance sheet, off-balance sheet items, income statement, cash flow statement, statement of changes in equity and notes. They form an inseparable whole and are prepared in accordance with the provisions contained in the Revised UMOA Banking Accounting Plan and the Central Bank's Instruction on account consolidation.

Article 11 Before 30 June of the following year, subject entities must submit to the Central Bank and the UMOA Banking Commission the following documents prepared for the previous financial year: – consolidated financial statements; – reports issued by one or more statutory auditors;

4 – group management report; – annual accounts of companies temporarily exclusively controlled, due to holding or financial assistance operations, restructuring or rescue, and which under these conditions are not included in the consolidation scope, as well as supplementary information on the nature and terms of such operations.

Article 12 Subject entities are required to submit the statements referred to in Article 10 above, certified at the end of the first semester of each financial year, to the Central Bank and the Banking Commission within three months following the end of that semester. These statements include a comparative view with figures certified at the end of the first semester of the previous financial year for the income statement, and with figures from the end of the previous financial year for the balance sheet and off-balance sheet items. They are accompanied by a semester activity report and a report from one or more statutory auditors on the fairness of the information provided.

Article 13 The annual and first-semester-end consolidated financial statements of each subject entity are published under the same conditions as those established for individual financial statements in Article 9 of this Instruction. The subject entities without an account at the Central Bank indicate their banking subsidiary to which the costs will be charged. The publication specifies the arrangements under which the group management report or the semester activity report referred to in Article 12 above, are made available to the public.

Chapter 4: Final Provisions Article 14 This Instruction repeals and replaces all prior provisions dealing with the same subject matter. It enters into force on 1 January 2018 and shall be published wherever necessary. Done in Dakar, on 15 November 2016 Tiémoko Meyliet KONE