Instruction No. 001-01-2015 Establishing the List of Documents and Information Constituting the Credit Bureau Approval Application File

The Governor of the Central Bank of West African States, Having regard to the Treaty of the West African Monetary Union (WAMU) of January 20, 2007, particularly Article 34; Having regard to the Statutes of the Central Bank of West African States (BCEAO), annexed to the WAMU Treaty of January 20, 2007, particularly Articles 30 and 59; Having regard to the Uniform Act regulating Credit Information Bureaus in WAMU Member States, particularly Articles 5, 6, 18, 19, 24, 27, 29, 31, 41 and 76,

DECIDES:

Article 1: Subject Matter This Instruction establishes the list of documents and information constituting the application file for approval as a Credit Information Bureau.

Article 2: Documents Constituting the Approval File The approval file includes a written application addressed to the Minister in charge of Finance of the Member State where the Credit Information Bureau's headquarters is located, accompanied by the documents and information listed in Annex 1 of this Instruction. The documents and information constituting the approval file must be presented according to the template set out in Annex 2 of this Instruction. The approval file is submitted in triplicate to the Main Agency of the BCEAO in the Member State where the Credit Information Bureau's headquarters is located.

Avenue Abdoulaye FADIGA BP 3108 – Dakar – Sénégal Tel. (221) 33 839 05 00 / Fax. (221) 33 823 93 35 www.bceao.int

INSTRUCTION NO. 001-01-2015 ESTABLISHING THE LIST OF DOCUMENTS AND INFORMATION CONSTITUTING THE CREDIT INFORMATION BUREAU APPROVAL APPLICATION FILE

Article 3: Supplementary Documents or Information The BCEAO may request any supplementary documents or information it deems useful for processing the approval file. The applicant has a maximum period of thirty calendar days, from the date of acknowledgment of receipt of the BCEAO's letter, to submit the supplementary documents or information referred to in the first paragraph above. Any request for supplementary information suspends the one-hundred-and-twenty-day period prescribed by the Uniform Act regulating Credit Information Bureaus for examining the approval application. This period resumes from the date of receipt of the requested information. Upon expiration of the thirty-day period referred to in paragraph 2 above, and if all required documents or information are not submitted, the application shall be rejected by the BCEAO, with notification to the applicant.

Article 4: Documents Regarding the Release of Share Capital The approval is issued by order of the Minister in charge of Finance, following a concurring opinion from the BCEAO. However, notification of this concurring opinion to the Minister is subject to the beneficiary providing any document certifying the full release of share capital, as well as the completion of all other formalities prescribed, where applicable, in this opinion. The requirements regarding the full release of share capital referred to in the first paragraph above must be fulfilled within a maximum period of sixty days, from the issuance of the BCEAO's concurring opinion regarding approval. Upon expiration of this period, the BCEAO's concurring opinion is deemed to have lapsed.

Article 5: Entry into Force This Instruction, including its annexes which form an integral part thereof, enters into force on January 13, 2015. It shall be published wherever necessary. Done in Dakar, January 13, 2015 The Governor Tiémoko Meyliet KONE

ANNEX 1 LIST OF DOCUMENTS AND INFORMATION CONSTITUTING THE APPROVAL FILE FOR CREDIT INFORMATION BUREAUS I. REQUIRED DOCUMENTS AND INFORMATION REGARDING THE LEGAL ENTITY 1.1. Legal or Administrative Documents and Information • corporate name; • headquarters located by a geographical address, in addition to the post office box; • registration receipt from the Commercial and Movable Credit Register; • notarized declaration of full subscription of share capital; • list of all shareholders, indicating each shareholder's participation level, type of contribution (cash or in kind), nationality, and address; • minutes of the first Board of Directors meeting and the Founding General Assembly, where applicable; • company articles of association drafted in accordance with the provisions of the Uniform Act on commercial companies and economic interest groups (GIE), as well as those of the Uniform Act regulating Credit Information Bureaus in UMOA Member States; • internal regulations, codes of good governance or ethics to which the directors, executives, and staff of the company will be subject.

1.2. Economic and Financial Documents and Information • business plan for at least five (5) years, comprising three (3) scenarios (high, medium, and low), presenting the nature and volume of envisaged operations; • human and material resources, as well as their projected evolution over at least five (5) years; • opening balance sheet, specifying the date of its preparation.

1.3. Other Documents and Information 1.3.1. General Documents and Information • written undertaking, signed by the Chairman of the Board of Directors, to comply with the specifications; • code of conduct and ethics; • projected organizational chart and governance bodies; • summary of the internal control manual describing the definition and rules for assessing and managing risks, including technological ones; • identity of the statutory auditors and minutes of the General Assembly that appointed them; • synthetic presentation of the information system (overall architecture, software to be used, backup measures to be implemented, procedures and tools for data integration and IT security, methods for collecting, processing, and storing information, etc.); • indicative schedule for establishment in the State of headquarters and other UMOA Member States; • indications on possible membership in a corporate group, with the list of main group companies and correspondent network; • technical assistance agreement, where applicable; • possible financing or partnership agreement.

1.3.2. Specific Documents and Information • technical specifications of the IT solution for the CIB; • summary of the security manual for the technical device for collecting credit data and IT backup; • summary of the procedure manual regarding the management (collection, processing, archiving, deletion, dissemination, etc.) of credit information collected from data providers; • summary of the customer complaint handling manual; • summary of the policy for monitoring the quality of transmitted data; • summary of the business continuity and security plan; • provisions regarding the setup of a backup site. The documents and information provided in summary or abstract form must be submitted to the BCEAO within a maximum period of six (6) months, failing which sanctions provided by the law regulating CIBs shall apply.

II. DOCUMENTS AND INFORMATION ON MAIN SHAREHOLDERS, DIRECTORS, AND EXECUTIVES 2.1. Main Shareholders (holding at least 15% of voting rights or share capital of the legal entity) 2.1.1. Natural Person Shareholders • certified true copies of identification documents; • dated and signed curricula vitae; • extract from the criminal record or any equivalent document dated less than three (3) months ago; • sworn undertaking regarding the lawful nature of funds used for share capital subscription, in light of legislation on combating money laundering and terrorist financing in force in UMOA Member States.

2.1.2. Legal Entity Shareholders • corporate name and headquarters address; • share capital amount and list of all duly identified shareholders, indicating their participation level, nationality, and address; • financial status with the three (3) most recent certified financial statements attached; • sworn undertaking regarding the lawful nature of funds used for share capital subscription, in light of legislation on combating money laundering and terrorist financing in force in UMOA Member States; • description of all existing legal, financial, or commercial links between shareholders (direct family ties, links with executives of legal entities, participations or other financing, agreements, shareholders' pacts, etc.).

2.2. Proposed Directors and Executives • certified true copies of identification documents; • dated and signed curricula vitae, outlining the academic background of proposed directors and executives, as well as their professional experience in credit reporting or any other field deemed compatible with the envisaged functions; • extracts from the criminal record or any equivalent document dated less than three (3) months ago, concerning proposed directors and executives.

III. SUPPLEMENTARY DOCUMENTS AND INFORMATION The BCEAO may request any supplementary documents or information it deems useful for processing the approval file. Note:

• All documents and information must be submitted in French.
• Applicants undertake to adhere to all mechanisms established for the profession.

ANNEX 2 TEMPLATE FOR PRESENTING THE APPROVAL APPLICATION FILE FOR A CREDIT INFORMATION BUREAU The template below serves as a basis for promoters to present the approval application file for a Credit Information Bureau. It comprises three parts and constitutes a minimum basis for presenting the file. I. COMPANY PRESENTATION AND LEGAL/ADMINISTRATIVE INFORMATION 1.1. Corporate Name This section specifies the corporate name (including acronym) of the company. 1.2. Legal Form The legal form must be specified. It must comply with current regulations (Uniform Act on commercial companies and economic interest groups, and Uniform Act regulating Credit Information Bureaus in UMOA Member States). 1.3. Headquarters The headquarters address (permanent or temporary) of the company must be mentioned under this heading. 1.4. Share Capital This section must indicate all information on the company's capital, specifying in particular the effectively released portion, the number of shares constituting the capital and their attached voting rights, as well as their nominal value. 1.5. Capital Distribution This section presents the capital structure. The first and last names of shareholders (or corporate name for legal entities), their nationality, and their share in absolute and relative value must be included. The shareholders must be grouped into homogeneous categories:

1. National Shareholding

• Legal entities
• Natural persons

2. Foreign Shareholding

• Legal entities
• Natural persons

3. Total = (1) + (2) The comments on capital distribution and future developments, including capital increases, must be included in this section. 1.6. Directors and Managing Director This section presents the identity of the Directors and Managing Director and provides all other necessary information regarding them. The nationality of each Director and executive must be indicated. In this regard, the composition of the Board of Directors should be verified for compliance with the Uniform Act on commercial companies and GIE, as well as the company's articles of association seeking approval. Thus, it is necessary to ensure that each legal entity Director has designated one (1) permanent representative, a natural person, to sit on the Board. It is also important to ensure the regularity of the appointment of Directors and the Managing Director. 1.7. Registration Receipt from the Commercial and Movable Credit Register The company's registration number with the Commercial and Movable Credit Register, as well as the registration date, should be specified. 1.8. Notarized Declaration of Subscription (NDS) Information on subscription arising from the NDS will be presented under this heading. 1.9. Articles of Association and Internal Regulations All articles of the articles of association must comply with the provisions of the Uniform Act regulating Credit Information Bureaus in UMOA Member States, as well as those of the Uniform Act on commercial companies and GIE. The internal regulations must comply with the legislation in force in the country of establishment. 1.10. Minutes of the Founding General Assembly and the First Board of Directors Meeting The availability of the minutes of the Founding General Assembly, if held, and the first Board of Directors meeting of the company seeking approval should be specified. II. INFORMATION ON PROMOTERS, DIRECTORS, AND OTHER EXECUTIVES All information on promoters and reference shareholders must be mentioned, in particular, for main shareholders, the source of funds used to subscribe to the capital of the future establishment and the lawful nature of these funds. III. ECONOMIC AND FINANCIAL DOCUMENTS AND INFORMATION ON THE COMPANY SEEKING APPROVAL It should be noted that activity forecasts and financial projections must be presented in the file according to three scenarios (low, medium, and high). 3.1. General Policy and Objectives Pursued by Promoters The implementation and management strategy of the computerized credit information processing system, meeting the specifications published by the BCEAO, must be described precisely in this section. 3.2. Activity Program This section must include working scenarios (low, medium, high) for activity forecasts and profitability. The scenarios must be described precisely in terms of criteria, amplitude, affected variables, and sensitivity tests. It must also mention the schedule: • for the provision by the CIB of value-added services (notably scorecards and risk management tools); • for the provision of services to different segments of the banking and financial sector (banks, microfinance institutions, non-bank financial institutions). 3.2.1. Resource Evolution This section covers the analysis of projected resource evolution. 3.2.2 Asset/Expenditure Evolution This section must analyze the projected evolution of expenditures based on the three (3) scenarios. 3.3. Operating Policies and Procedures This section must include a descriptive summary (maximum two pages) of the policies and procedures of the future UMOA CIB regarding: • data security and confidentiality; • business continuity plan (including backup mechanisms and disaster recovery plans); • control and monitoring of transmitted data quality (submission, processing, and maintenance); • monitoring and control of data access by users as well as for authorized purposes. 3.4. Human and Material Resources 3.4.1. Human Resources This section is dedicated to presenting the evolution of staff numbers over the first five (5) years of activity. The organizational chart must be commented on. 3.4.2. Technical Assistance It is important to ensure that the establishment seeking approval has appropriate technical assistance from any structure with proven experience in collecting and processing credit information. The terms of the related agreement (or project) must be commented on. The planned remuneration must in particular correspond to the services actually provided. 3.4.3. Material Resources Planned investments must be analyzed, particularly their financing method and impact on the company's financial situation over a five (5) year period. 3.4.4. Network The network development plan (subsidiaries, branches, or representative offices) in UMOA Member States other than the headquarters state must be included in this section. 3.5. Opening Balance Sheet This point covers the presentation of the opening balance sheet and the analysis of its consistency with the capital amount and initial establishment costs incurred by the company. The date of the opening balance sheet must be specified. 3.6. Projected Balance Sheet and Income Statements for Five Years (low, medium, high scenarios) Financial projection analysis will be conducted based on data from projected financial statements. Regarding balance sheets, their evolution relative to the activity program must be analyzed. As for company profitability, it should be examined against revenue and expense forecasts. 3.7. Other Documents and Information The availability of accounting procedure manuals and control/information systems must be specified, as well as that of the customer complaint handling manual and business continuity/security plan. Furthermore, any other information likely to clarify the assessment of the file must be included therein.