Regulatory Alerts2024-12-10
Added · Updated
Addendum to Instruction No. 54 on Corporate Governance of Financial Institutions
This addendum amends Instruction No. 54 by setting the term for independent directors at three years renewable once and non-executive directors at six years renewable. It establishes a five-year, once-renewable term for executive committee members, subject to performance evaluation, and imposes a six-month cooling-off period before they can serve in other financial institutions. The document prohibits directors and executives from holding positions in other credit institutions or financial societies during the remaining term of an interrupted mandate or for life if revoked for gross misconduct, while restricting politically exposed persons from holding such roles for 36 months after their status ceases. These changes apply to financial institutions regulated by the Central Bank of the Congo and take effect upon signature on December 10, 2024.
BANQUE CENTRALE DU CONGO
THE GOVERNOR
ADDENDUM TO INSTRUCTION NO. 54 OF AUGUST 14, 2023 ON CORPORATE GOVERNANCE OF FINANCIAL INSTITUTIONS
Article 1:
Article 16 of Instruction No. 54 of August 14, 2023 on corporate governance of financial 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 regulated institution may not interrupt the term of a member of the deliberative body for reasons other than death, gross misconduct, sick leave, or attaining the status of politically exposed person (PEP) within the meaning of Law No. 22/068 of December 27, 2022 on combating money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, except for PEP equivalents.
A director who terminates their term by their own initiative may not exercise another mandate or hold any function in another Credit Institution or financial company during the remaining period of the interrupted term.
This prohibition on practice extends to any form of agreement or collaboration until the duration of the interrupted term is exhausted.
A member of the deliberative body dismissed for gross misconduct may no longer hold any other function in another Credit Institution or financial company."
563, Colonel Tshatshi Boulevard - 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. 54 of August 14, 2023 on corporate governance of financial 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 term of an executive body member is decided by the deliberative body after a documented evaluation of the results obtained regarding the objectives set in their performance contract.
Upon expiration of their term in a financial company, the member of the executive body may not exercise this quality or in any capacity in another credit institution or financial company except after a cooling-off period of six (6) months, running from the end of said term. Furthermore, this former member of the executive body is required to commit vis-à-vis the former financial company in which they served and the Central Bank not to disseminate sensitive information of said establishment, notably to competitors or the public.
The regulated institution may not interrupt the term of a member of the executive body for reasons other than death, gross misconduct, sick leave, proven incapacity attested by probative elements in the achievement of assignments contained in the performance contract, or attaining the status of politically exposed person (PEP) within the meaning of Law No. 22/068 of December 27, 2022 on combating money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, except for PEP equivalents.
A member of the executive body who terminates their term by their own initiative may not exercise another mandate or hold any function in another Credit Institution or financial company during the remaining period of the interrupted term.
This prohibition on practice extends to any form of agreement or collaboration until the duration of the interrupted term is exhausted.
A member of the executive body dismissed for gross misconduct may no longer hold any other function in another Credit Institution or financial company."
MCM
563, Colonel Tshatshi Boulevard - 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 director or member of the executive body of a regulated establishment 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. 54 of August 14, 2023 on corporate governance of financial institutions and repeals all prior provisions contrary thereto.
Done at Kinshasa, on DEC. 10, 2024
MALANGU KABEDI MBUYI Governor
563, Colonel Tshatshi Boulevard - Kinshasa – Gombe Email: sgouverneur@bcc.cd - Website: http://www.bcc.cd
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