Call for Expressions of Interest for Two Independent Administrators to the DCU-CEMAC Board of Directors

Circular Letter No. 16/CIR/2025 Yaoundé, 2 November 2025

The public is hereby informed that the Bank of Central African States (BEAC) invites applications to form a shortlist to be submitted to the Constituent General Meeting of the CEMAC Single Central Securities Depository (DCU-CEMAC), for the appointment of two independent administrators to serve on the Board of Directors of this newly established entity.

I. CONTEXT

The merger of the two active financial markets in the Economic and Monetary Community of Central Africa (CEMAC) was decided by the CEMAC Extraordinary Conference of Heads of State on 31 October 2017. Implementation of this decision was entrusted to the Bank of Central African States (BEAC), in accordance with the provisions of Additional Act No. 06/17-CEMAC-COSUMAF-CCE-CE of 19 February 2018 on the unification of the CEMAC financial market. The resulting unified financial market structure revolves around a single regulatory authority, the Commission for the Supervision of the Financial Market of Central Africa (COSUMAF), established in Libreville, Gabon; a single market operator, the Central African Securities Exchange (BVMAC), established in Douala, Cameroon; a clearing bank, the BEAC, through the Payment Systems and Means Department (DSMP); and a single central securities depository, the BEAC (through the Clearing and Securities Custody Unit), providing interim custody of securities circulating on CEMAC capital markets, pending the approval of an independent private entity dedicated to this activity.

The CEMAC Single Central Securities Depository (DCU-CEMAC) is currently being established as a public limited company with a community interest mission. Under the auspices of the BEAC, this process is nearing completion with the preparation of the Constituent General Meeting and the inaugural Board of Directors for the DCU-CEMAC.

II. MAIN MISSIONS OF INDEPENDENT ADMINISTRATORS

This call for expressions of interest aims to recruit two (02) Independent Administrators for the Board of Directors, in accordance with the draft Articles of Association and Shareholders' Agreement of the DCU-CEMAC. These administrators will be called upon to preside over the Specialized Committees of said Board, namely, on the one hand, the Audit and Risk Management Committee, and on the other, the Governance, Nomination and Remuneration Committee.

As members of the Board of Directors and Presidents of Specialized Committees, the Independent Administrators will primarily have the following missions:

• to define and control strategy: contribute to defining the strategy of the CEMAC Single Central Securities Depository, ensure oversight of the Executive Management's actions, review directions regarding innovation, major multi-year projects, partnership strategies, and objectives for technological evolution and service offering development;
• to supervise financial management and risks: review accounts, ensure the relevance of accounting methods, monitor the development of financial information and the effectiveness of internal control and risk management systems (for the President of the Audit and Risk Management Committee);
• to monitor governance and ethical compliance: participate in formulating proposals regarding the appointment and remuneration of corporate officers, ensure application of the Code of Ethics and compliance programs, review directions of the Corporate Social Responsibility (CSR) policy (for the President of the Governance, Nomination and Remuneration Committee);
• to provide expertise: actively participate in discussions and decisions of the Board of Directors and Committees, leveraging their expertise and independent judgment.

III. PROFILES AND COMPETENCIES SOUGHT

Candidates must demonstrate proven expertise in the following areas, corresponding to the presidency of the specialized committees:

For the Independent Administrator called upon to preside over the Audit and Risk Management Committee (expertise in audit, accounting, risk management)

• Higher education diploma (minimum Bachelor's degree level or equivalent) in finance, accounting, audit, management control, or an equivalent field;
• At least 15 years of experience in audit management, internal control, risk management, or accounting expertise, ideally within financial institutions or capital markets;
• Excellent mastery of accounting standards (SYSCOHADA, IFRS) and regulatory frameworks for the financial and banking markets of CEMAC;
• Demonstrated ability to evaluate internal control and risk management mechanisms, preferably in the capital markets or market infrastructure sector.

For the Independent Administrator called upon to preside over the Governance, Nomination and Remuneration Committee (expertise in corporate governance, HR, compliance)

• Higher education diploma (minimum Bachelor's degree level or equivalent) in law, management, business administration, or human resources;
• At least 15 years of experience in management or advisory roles in corporate governance, ethics, compliance, or human resources management, preferably in the financial sector;
• Knowledge of ethical issues, corporate social responsibility, and remuneration policy;
• Understanding of market dynamics, stakeholder needs, and growth drivers.

IV. ELIGIBILITY CRITERIA AND INDEPENDENCE

Candidates must not have any relationship, of any kind, with the CEMAC Single Central Securities Depository that could compromise their freedom of judgment. They must demonstrate moral integrity and impeccable probity. Prior experience on Boards of Directors or Audit Committees (or equivalent) would be an advantage.

V. TERMS OF OFFICE

• The term of each Independent Administrator will be determined by the General Meeting;
• Independent Administrators perform their functions without remuneration for the mandate itself, but receive attendance fees whose amount is fixed by the General Meeting;
• Independent Administrators commit to attending meetings of the Board of Directors and specialized committees.

VI. COMPOSITION OF APPLICATION FILE

Interested candidates must submit a file comprising the following elements:

• A cover letter specifying the profile for which the candidate is applying;
• A detailed curriculum vitae highlighting professional competencies and relevant experience;
• A criminal record extract dated less than three (3) months ago;
• Documents proving the candidate's competencies and qualifications (certified copies of diplomas, proof of professional experience, etc.).

VII. SUBMISSION PROCEDURES FOR APPLICATIONS

The application file, comprising the cover letter and curriculum vitae, must be submitted in a sealed envelope against receipt to the Human Resources Department at the BEAC headquarters or sent by email to attikih@beac.int, guiakam@beac.int and nkouka@beac.int no later than Tuesday, 02 December 2025.

Yvon SANA G Director General, Bank of Central African States (BEAC)