Regulatory Alerts2024-12-10
Added · Updated
Addendum to Instruction No. 21, Modification No. 2 of 04 July 2023 on Corporate Governance of Credit Institutions
The Central Bank of the Congo amends Instruction No. 21 to set the term of independent directors at three years renewable once and non-executive directors at six years renewable. It restricts the ability of credit institutions to terminate the mandates of governing body members except for specific causes such as death, gross misconduct, sick leave, or becoming a politically exposed person. The regulation imposes a six-month cooling-off period for executive members moving between institutions, prohibits them from sharing sensitive information, and bars those dismissed for gross misconduct from holding other functions in credit institutions. Additionally, politically exposed persons are barred from serving as administrators or executive members for thirty-six months after ceasing their politically exposed status.
BANQUE CENTRALE DU CONGO
THE GOVERNOR
ADDENDUM TO INSTRUCTION NO. 21, MODIFICATION NO. 2 OF 04 JULY 2023 RELATIVE TO THE CORPORATE GOVERNANCE OF CREDIT INSTITUTIONS
Article 1:
Article 16 of Instruction No. 21, modification No. 2, of 04 July 2023 on the corporate governance of Credit Institutions is amended as follows:
« The term of office of independent directors is three (3) years, renewable once.
The term of office of non-executive directors is six (6) years, renewable.
The covered institution may not interrupt the mandate of a member of the deliberative body for reasons other than death, gross misconduct, sick leave, or access to the status of politically exposed person (PEP) within the meaning of Law No. 22/068 of 27 December 2022 on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, with the exception of PEP assimilates.
A director who terminates their mandate by their own initiative may not exercise another mandate or hold any function in another Credit Institution or financial company during the residual period of the interrupted mandate.
This prohibition on exercising functions extends to any form of agreement or collaboration until the duration of the interrupted mandate is exhausted.
A member of the deliberative body dismissed for gross misconduct may no longer exercise any other function in another Credit Institution or financial company ».
563, Boulevard Colonel Tshatshi - Kinshasa – Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd
BANQUE CENTRALE DU CONGO
CONTINUED, PAGE 2
Article 2:
Article 41 of Instruction No. 21, modification No. 2, of 04 July 2023 on the corporate governance of Credit Institutions is amended as follows:
« The term of office of members of the executive body is five (5) years, renewable only once.
The renewal of the mandate of a member of the executive body is decided by the deliberative body after the documented evaluation of results obtained with regard to the objectives set in their performance contract.
Upon expiration of their mandate in a covered institution, the member of the executive body may not exercise in this capacity or under any title in another covered institution except after a cooling-off period of six (6) months, running from the end of said mandate. Furthermore, this former member of the executive body is required to commit vis-à-vis the former institution in which they served and the Central Bank not to disseminate sensitive information of said institution, notably to competitors or the public.
The covered institution may not interrupt the mandate of a member of the executive body for reasons other than death, gross misconduct, sick leave, proven or attested incapacity by probative elements in the achievement of assignments contained in the performance contract, or access to the status of politically exposed person (PEP) within the meaning of Law No. 22/068 of 27 December 2022 on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, with the exception of PEP assimilates.
A member of the executive body who terminates their mandate by their own initiative may not exercise another mandate or hold any function in another Credit Institution or financial company during the residual period of the interrupted mandate.
This prohibition on exercising functions extends to any form of agreement or collaboration until the duration of the interrupted mandate is exhausted.
A member of the executive body dismissed for gross misconduct may no longer exercise any other function in another Credit Institution or financial company ».
MCM
563, Boulevard Colonel Tshatshi - Kinshasa – Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd
BANQUE CENTRALE DU CONGO
CONTINUED, PAGE 3
Article 3:
A politically exposed person may not hold the functions of administrator or member of the executive body of a covered institution except after the expiration of a period of thirty-six (36) months following the cessation of the function that conferred the status of politically exposed person.
Article 4:
This addendum enters into force on the date of its signature. It modifies and completes Instruction No. 21 of 04 July 2023 on the corporate governance of Credit Institutions and repeals all prior provisions contrary thereto.
Done in Kinshasa, on 10 DEC. 2024
MALANGU KABEDI MBUYI Governor
563, Boulevard Colonel Tshatshi - Kinshasa – Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd
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