Central Bank of Libya Circular Letter No. 104/2014

Central Bank of Libya P.O. Box 1103 | Telegram Address: Central Bank of Libya - Tripoli - Libya Reference: I.R.M/ 804 Circular Letter No. 104 /2014 Date: 29 Safar 1436 AH | Corresponding to: 22 December 2014 AD

To the General Managers of Commercial Banks, To the Heads of Temporary Administrative Committees for Commercial Banks, To the Governor - Libyan Foreign Bank.

Greetings, Based on the provisions of Law No. (1) of 2005 regarding Banks and its amendments, and on the supervisory and regulatory role exercised by the Central Bank of Libya over commercial banks operating in Libya. And referring to the letter from the Director of the Administrative Control Authority's Office, bearing Reference No. 1-15230, dated 11/11/2014 AD, which forwarded Circular No. 7 of 2014 regarding the implementation of Articles 175-193 of Commercial Activity Law No. 23 of 2010, for compliance with its contents. And as we forward you a copy of the aforementioned Administrative Control Authority letter (and its attachments), compliance with and adherence to its contents is hereby requested.

Peace, mercy of Allah, and blessings be upon you, Abdulmajeed Mohammed Al-Maqouri Director of Banking and Currency Supervision Dept. / Acting

Copies to: The Governor, The Deputy Governor, The Director of Legal Affairs Dept. at the Central Bank of Libya. Banking Follow-up and Compliance Department. A. Al-Kilani / 01 - Circular.

Phone: +218 21 3591 213, Fax: +218 21 444 1488, www.cbl.gov.ly, swift code: CBLJLYLX

State of Libya General National Congress Administrative Control Authority [Logo]

Reference No.: 1-15230 Date: 11-11-2014

Central Bank of Libya Banking and Currency Supervision Dept. Director's Office 2014-11-25 Registration No.: 428

Respected Sir / Director of the Governor's Office, Central Bank of Libya,

Greetings, We forward to you Administrative Control Authority Circular No. (7) of 2014 AD regarding the implementation of Articles (175, 193) of Commercial Activity Law No. (23) of 2010 AD, for compliance with its contents.

Peace be upon you, Khaled Bashir Al-Na'ili Director of the Authority's Office

Central Bank of Libya Legal Affairs Dept. 2014-11-13 | Registration No.: [Blank]

Copies to: The Acting Head of the Administrative Control Authority. The Deputy Head of the Administrative Control Authority. The Director of the General Supervision Department for Entities. The File. [Stamp: State of Libya - General National Congress - Administrative Control Authority - Archives Dept.]

Central Bank of Libya Legal Affairs Dept. 2014-11-25 | Registration No.: 2278

17th February Street, Tripoli - Libya +218 21 360 7152 (53-54)

State of Libya General National Congress Administrative Control Authority [Logo]

Reference No.: .................................... Date: 5-11-2014

Circular Administrative Control Authority No. [7] of 2014 AD regarding the regulation of granting memberships in Boards of Directors

To the Respected:

• Council of Ministers and affiliated bodies
• Governor of the Central Bank of Libya
• Chairmen and members of Boards of Directors in entities, institutions, agencies, departments, companies, and public centers

In implementation of the provisions of Law No. [20] of 2013 regarding the establishment of the Administrative Control Authority. And based on the Authority's objectives to achieve effective administrative oversight over state executive bodies and monitor their operations to ensure they fulfill their responsibilities and perform their duties within their jurisdictions in accordance with prevailing laws, legislations, and regulations. And based on Law No. [23] of 2010 regarding Commercial Activity, which stipulates the following Articles:

• Article [175] states: "No person may, in a personal capacity or as a representative of others, hold board membership in more than three joint-stock companies. Any membership granted in violation of the provisions of this article is void, and the voidance applies to the most recent membership."
• Article [193] states: "The General Manager may not be chairman or a member of another company's board without prior approval from the board, nor hold board membership in more than two companies. Any membership granted in violation of the provisions of this article is void, and the voidance applies to the most recent membership."

We have decided:

State of Libya General National Congress Administrative Control Authority [Logo]

Reference No.: .................................... Date: ....................................

And based on the above, compliance with the following controls is required:

• Review internal regulations governing memberships to ensure alignment with the correct law, and any regulation conflicting therewith is void.
• Establish conditions and criteria for selecting the chairman and members of the Board of Directors, implement them, and adhere to the specified term for Boards of Directors.
• The chairman and members of the Board of Directors are jointly liable for failing to ensure the proper conduct of company operations in the manner required by law, and are liable for any damages incurred by the company due to non-performance of their duties.

Your understanding and cooperation in following these controls and procedures will enable us all and assist us in performing our duties properly according to prevailing legislations. Any negligence or delay in applying the provisions of this circular will subject violators to legal liability.

Peace be upon you, Nasr Ali Hassan Acting Head of the Administrative Control Authority

Copies to: The Auditor General. The Deputy Head of the Administrative Control Authority. The Director of the General Department for Supervision over Companies and Projects. Directors of General Departments and the Office within the Authority. Branch Managers. The General Circular File. Statement ................... >>>>> M.T.M-1 - Adel

[Stamp: State of Libya - General National Congress - Administrative Control Authority - Archives Dept.] 17th February Street, Tripoli - Libya +218 21 360 7152 (53-54)