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General Decision of the Financial Markets Council No. 14 on the Content of the Compliance Officer's Report for Stockbrokers

The Council Board, Having regard to Law No. 94-117 of November 14, 1994 on the reorganization of the financial market as amended by Law No. 99-92 of August 17, 1999 on the revitalization of the financial market and Law No. 2005-96 of October 18, 2005 on strengthening the security of financial relations and notably its Articles 28, 31 and 48, Having regard to Decree No. 99-2478 of November 1, 1999 on the status of stockbrokers as amended and supplemented by Decree No. 2007-1678 of July 5, 2007 and notably its Articles 86, 86 bis and 86 ter, Decides:

Article 1: The report prepared by the compliance officer at the stockbroker in application of the provisions of Article 86 bis of Decree No. 99-2478 cited above must include the following:

1. A general presentation of the stockbroker,
2. A description and evaluation of the resources and information made available to the compliance officer,
3. The observations of the compliance officer regarding the stockbroker's, its management's, and persons under their authority or acting on their behalf's compliance with legal and regulatory provisions,
4. The measures taken or to be taken by the stockbroker to rectify deficiencies and irregularities identified by the compliance officer.

This report must be prepared according to the model presented in the annex to this general decision and submitted to the Financial Markets Council on paper and magnetic media within a maximum period of one month from the end of each semester.

Signed in Tunis, January 29, 2009 Visa: The Minister of Finance / The President of the Financial Markets Council (Mohamed Rachid KECHICHE / Mohamed Ridha CHALGHOUM)

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Model of the Compliance Officer's Report (Covered period: from…… to……)

1. General presentation of the stockbroker: 1.1 Corporate name of the stockbroker: License No…. dated …. : Address: Postal code.: Telephone(s): Fax: Electronic address: Website: 1.2 Contact details (address, telephones, fax, Email) of branches, if any: 1.3 Information regarding the compliance officer: Identity: Telephone contacts: Electronic address:

1.4 Activities subject to prior approval:

Activity	Approved? (1)	Date of approval	Actually exercised? (1)
Financial solicitation
Listing sponsor
Individual portfolio management
Portfolio management for own account
Portfolio management for UCITS
Share underwriting
Placement of securities and financial products
Counterparty
Market making
Guarantee of good performance of issuances
Treasury securities specialist

1.5 Activities requiring the deposit of a specification sheet: …………………… 1.6 Ancillary activities: (cite other activities exercised but not subject to prior approval) …………………… (1) answer yes or no

1.7 Share capital structure as of………………………..

Identity	Nationality	Address	Number of shares held	Amount paid-up	Are the titles subject to restrictions (2)?	Rate of release %	Shareholding in capital	Does the shareholder have a securities account with the intermediary? (2)
TOTAL 100%

1.8 Status of transactions on the company's capital carried out during the period covered by the report:

Acquirer Identity	Nationality	Quantity	Seller Identity	Nationality	Quantity	% of capital held by acquirer after transaction	Transfer price per share	Transaction date
(2) Answer yes or no

1.9 Capital evolution since creation: Initial capital:………………… Current nominal value:…..

Date of operation	Nature of operation (increase in cash or by incorporation of reserves, elevation of nominal etc…)	Date of the General Meeting authorizing the operation	Amount of operation	Capital amount before operation	Capital amount after operation

1.10 List of management (3) as of …………….. :

Identity	Function	Represented by	Mandate (4) start	End	Does the manager have a securities account with the intermediary? (5)
(3) Indicate President, Managing Director, Chairman of the Board of Directors, General Manager, Administrator, Deputy General Manager, President or member of the Management Board, President or member of the Supervisory Board.
(4) In case an administrator is a legal entity.
(5) Answer yes or no.

1.11 Status of functions exercised by management in other companies:

Identity of the manager	Companies	Corporate purpose	Function exercised

1.12 List of persons working within the stockbroker, as of ………………………

Identity of the person	Nature of relationship (employment contract, subcontracting, secondment…)	Function (indicate the activity exercised and not the rank)	Diploma	Date of start of relationship	Does the person have a professional card?(6)	Does the person have a securities account with the intermediary?(6)
(6) Answer yes or no.

1.13 References of bank accounts reserved for client funds:

Bank	Branch	Account No.

1.14 References of bank accounts reserved for own funds:

Bank	Branch	Account No.

1.15 Status of persons under the authority of the stockbroker who have been subject to disciplinary sanctions during the period covered by the report:

Identity of the employee	Date of sanction	Nature of sanction	Reason

1.16 Current organization (attach a copy of the current nominative organizational chart) 1.17 Status of indirect participations in the capital of other stockbrokerage companies:

Name of the intermediary	% of indirect participation

1.18 Description of computer equipment and other equipment currently used by the stockbroker (equipment necessary for connection with the Tunis Stock Exchange and STICODEVAM, order timestamping system, telephone recorder, portfolio management software, stock order processing software …) 1.19 Resolutions and decisions adopted by deliberation bodies during the period covered by the report:

Date	Deliberation body	Resolution/decision adopted

1.20 Reports of the auditor(s) regarding the last financial year:

Report Type	Financial Year	Opinion and Observations
General Report
Special Report
Internal control report

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2. Description and evaluation of resources and information made available to the compliance officer: The compliance officer must describe and evaluate the resources and information made available to him/her to carry out his/her mission.

2.1 Human and material resources made available to the compliance officer: The compliance officer indicates the human and material resources at his/her disposal to carry out his/her mission, including computer equipment and others. 2.2 Transmission of documents: The compliance officer must indicate how he/she accesses information (his/her access to various information systems, his/her attendance at certain internal periodic meetings, etc.). The compliance officer must indicate for each information received, the frequency of receipt, the processing carried out (control, cross-referencing with other information, etc.) and his/her comments.

Status/Document/information	Frequency	Processing	Comments

2.3 Evaluation of the compliance officer on resources and information made available to him/her:

Appraisal(7)	Motivation of the appraisal
Material resources
Human resources
Access to information
(7) Give a score on a scale of 1 to 5, knowing that score 5 corresponds to the highest positive appraisal.

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3. The observations of the compliance officer regarding compliance by the stockbroker, its management and persons under their authority or acting on their behalf with legal and regulatory provisions:

3.1 Control of compliance by the stockbroker, its management and persons under their authority or acting on their behalf with legal and regulatory provisions: The compliance officer provides his/her responses in the form of a table containing the obligations set out below. Each response must be followed by a comment.

Legal and regulatory obligations	Compliance with obligation(8)	Comments of the compliance officer
General conditions for exercising activities:
Does the intermediary have a premises exclusively allocated to professional activities?
Is the premises equipped with an anti-theft alarm system?
Is the premises equipped with a fire detector?
Is the premises equipped with a safe for storing cash necessary for activities?
Does the stockbroker have the computer equipment necessary to connect to the Tunis Stock Exchange real-time information system?
Does the stockbroker have the computer equipment necessary to connect to the settlement system in force at the Depository, Clearing and Settlement Company?
Does the stockbroker have telephone recording equipment necessary to receive phone orders?
(8) Answer yes (O), no (N), partially (P), not applicable (NA).

Does the stockbroker have a system for timestamping orders initiated by it or received from clients? | | | Does the stockbroker have a valid insurance policy against material risks inherent to its activity (loss, theft and destruction of funds entrusted by clients…) for the headquarters and all branches? | | | Do documents used by the stockbroker bear the mention "stockbroker"? | | | Do documents used by the stockbroker bear the reference and date of final approval? | | | Does the stockbroker have a procedures manual? If yes: | | |

• Does it contain the description of its organizational chart? | | |
• Does it contain the description of its different functional and operational structures? | | |
• Does it contain the description of positions and definition of delegation of powers and responsibilities? | | |
• Does it contain procedures describing the process for carrying out different operations including computerized processing, identifying control operations necessary at authorization, execution and recording stages with regard to internal control objectives? | | |
• Does it contain the organization and accounting procedures as well as rules for processing operations? | | | Do internal organization and procedures ensure proper application of vigilance and information provisions provided by legislative and regulatory texts on combating money laundering? | | | Does the stockbroker have an internal regulations document? If yes: | | |
• Does it provide conditions under which management and persons under the authority of the stockbroker can carry out transactions for their own account and conditions under which they inform the intermediary? | | |
• Does it provide provisions to avoid undue circulation of confidential information? | | |
• Does it provide for potential conflicts of interest and their resolution methods? | | | Does the stockbroker respect the maximum threshold of direct or indirect participation in the capital of another stockbrokerage company, i.e., 30% of capital? | | | Does the stockbroker respect the obligation not to hold shares in another joint-stock company, which itself holds a fraction of its capital greater than ten percent? (cross-holdings) | | | Does the stockbroker company meet legal provisions regarding minimum paid-up capital(9)? | | | (9) - 1,000,000 D, if the company was approved for financial securities and products trading and registration, financial advice, financial solicitation, portfolio management of securities and share underwriting. - 3,000,000 D, if the company was approved in addition to the above activities for counterparty, market making, guarantee of good performance of issuances or one of these activities. - 5,000,000 D, if the company was approved in addition to the above activities as a treasury securities specialist.

Do management of the stockbroker always meet legal conditions(10) regarding their appointment? | | | Does the Managing Director, General Manager, Deputy General Manager, President or member of the management board of a stockbroker respect the obligation not to exercise at the same time any function in another stockbrokerage company, a listed company or a credit institution? | | | Do employees of the company respect the obligation not to be simultaneously employed by another stockbrokerage company, a listed company or a credit institution? | | | Non-cumulation of tasks and separation of structures: Does the existing organization of the stockbroker provide for at least one person assigned to each activity (11)? | | | Does the stockbroker distinguish within its establishment a structure responsible for receiving and processing orders and a structure responsible for executing orders on the stock exchange? | | | (10) A manager must not: have been convicted of forgery, theft, breach of trust, fraud, extortion of funds or securities, embezzlement by a public depositary, issuing a check without provision, handling proceeds of these offenses, or violation of foreign exchange regulations, or violation of legislative and regulatory texts on combating money laundering; have been convicted of an intentional offense for which he/she has not been rehabilitated; be subject to a final judgment of bankruptcy. have been administrator or manager of companies declared bankrupt and where this bankruptcy has been extended to him/her personally or not convicted under the penal code articles on bankruptcy. (11) The stockbroker must assign to each of the following activities it undertakes at least one person who cannot cumulate with other activities: trading and registration of securities and financial products; individual portfolio management in securities; portfolio management for own account; portfolio management for UCITS; market making; financial solicitation.

Does the stockbroker have an organization and structures ensuring independence of exercised activities and preventing undue circulation of information? | | | Is there an organically autonomous service dedicated to portfolio management activity? | | | Do persons assigned to the portfolio management service respect the prohibition of exercising trading functions? | | | Does the stockbroker have a distinct service responsible for managing securities portfolios of persons under its authority, its management, its subsidiary or an shareholder holding more than 30% of its capital, and that dedicated to portfolio management activity for others? | | | Professional cards: Are person(s) under the authority or acting on behalf of the stockbroker, responsible for securities and financial products trading function holders of a professional card? | | | Are person(s) under the authority or acting on behalf of the stockbroker, responsible for market making function holders of a professional card? | | | Are person(s) under the authority or acting on behalf of the stockbroker, responsible for securities portfolio management function holders of a professional card? | | | Are person(s) under the authority or acting on behalf of the stockbroker, responsible for financial solicitation function holders of a professional card? | | |

Client funds: Does the stockbroker have a professional bank account reserved exclusively for cash belonging to its clients? | | | Does the stockbroker refrain from using client funds for its own account? | | | Transactions for account of management and persons under their authority: Do transactions carried out for the own account of management and persons under their authority pass through a securities account domiciled with this same stockbroker? | | | Do persons under the authority of a stockbroker refrain from carrying out transactions for their own account on securities they are responsible for? | | | Do persons under the authority of a stockbroker refrain from acting as personal agents for clients other than their minor children, spouses and first-degree ascendants? | | | Information/prior agreement of the Financial Markets Council: Has the stockbroker deposited with the Financial Markets Council, on the first business day of each year, proof of payment of the premium, nature of covered risks and extent of guarantee? | | | Has the Financial Markets Council been informed prior to any modification of the stockbroker's capital structure affecting a proportion greater than or equal to ten percent? | | | Has the Financial Markets Council been informed prior to any change in the corporate name of the stockbroker? | | | Has the Financial Markets Council been informed prior to any change in the organization and internal control of the stockbroker? | | | Has the Financial Markets Council been informed of any disciplinary sanction taken against a staff member of the stockbroker for non-compliance with professional obligations? If yes, has the Financial Markets Council been informed of the identity of the sanctioned person as well as the reasons for the sanction? | | | Has the stockbroker deposited a copy of its internal regulations with the Financial Markets Council? | | | Has prior agreement of the Financial Markets Council been solicited and obtained in case of transfer to a new premises of all or part of activities? | | | Has prior agreement of the Financial Markets Council been solicited and obtained in case of opening a branch or agency? | | | Has prior agreement of the Financial Markets Council been solicited and obtained in case of appointment of a new manager? | | | Has prior agreement of the Financial Markets Council been solicited and obtained in case of creation of a subsidiary? | | | Has prior agreement of the Financial Markets Council been solicited and obtained for any merger operation with other stockbrokerage companies? | | | Has prior agreement of the Financial Markets Council been solicited and obtained for any acquisition of a proportion of capital by one or more persons resulting in direct or indirect holding of at least forty percent of voting rights provided no other shareholder holds a greater proportion? | | | Has the stockbroker deposited with the Financial Markets Council, within a maximum period of three months from the date of closure of the financial year, the financial statements provided by current legislation as well as the auditor's report? | | | Has the stockbroker deposited with the Financial Markets Council, within a maximum period of ten days from the end of each month, monthly statements(12) of transactions? | | | Are monthly transaction statements prepared according to models fixed by the Financial Markets Council? | | | Does the stockbroker send or deposit prudential statements to the Financial Markets Council? If yes, is the deposit or sending of prudential statements made within regulatory deadlines? | | | Has the stockbroker informed the Financial Markets Council of any insufficiency of net equity compared to required risk coverage, on the first business day following this finding? | | | Compliance officer: Does the compliance officer ensure that persons under the authority of the stockbroker or acting on their behalf comply with (12) These statements must include the following operations: - transactions carried out