COBAC Regulation R-2017/04 on the Organization of Sessions

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CENTRAL AFRICAN MONETARY COMMISSION (COBAC)

COBAC REGULATION R-2017/04 ON THE ORGANIZATION OF SESSIONS OF THE CENTRAL AFRICAN MONETARY COMMISSION

The Central African Monetary Commission,

Having regard to the Convention of 16 October 1990 establishing the Central African Monetary Commission, its annex and subsequent texts;

Having regard to Regulation No. 02/14/CEMAC/UMAC of 25 April 2014 on the handling of credit institutions in difficulty;

Having regard to COBAC Regulation R-92/01 of 22 December 1992 on the procedure for summoning and hearing the management of credit institutions (amended by COBAC Regulation R-93/14);

Having regard to COBAC Decision D-2011/177 of 4 May 2012 establishing the internal rules of COBAC;

Meeting in ordinary session on 17 July 2017 in N'Djamena, Republic of Chad;

ADOPTS THE FOLLOWING REGULATION:

CHAPTER 1 - GENERAL PROVISIONS

Article 1: This regulation specifies the organization of the procedures for sessions of the Central African Monetary Commission.

Article 2: The following abbreviations or definitions apply to this regulation:

• The Central African Monetary Commission, abbreviated COBAC;
• The Economic and Monetary Community of Central Africa, abbreviated CEMAC;
• The Monetary Union of Central Africa, abbreviated UMAC;
• The Convention of 16 October 1990 establishing the Central African Monetary Commission, abbreviated the 1990 Convention;
• Regulation No. 01/02/CEMAC/UMAC/COBAC of 13 April 2002 on the conditions for exercising and supervising microfinance activities in CEMAC, abbreviated Regulation No. 01/02 of 13 April 2002;
• The President of COBAC, abbreviated the President;
• The Vice-President of COBAC, abbreviated the Vice-President;
• The General Secretariat of COBAC, abbreviated the General Secretariat;
• The Secretary-General of COBAC, abbreviated the Secretary-General;
• The Deputy Secretary-General of COBAC, abbreviated the Deputy Secretary-General;
• The Commission Bancaire designates the deliberative assembly of COBAC;
• The Commissioner(s) designate one or more of the twelve (12) persons composing the Commission Bancaire;
• Affected institution designates, in particular, credit institutions, microfinance institutions and financial holding companies;
• The affected party designates any legal or natural person subject to COBAC supervision, in particular credit and microfinance institutions, members of the board of directors or general/deputy general managers thereof, and statutory auditors;
• Session designates the period during which the Commission Bancaire holds its meeting and exercises its functions;
• Regulation designates a text of general scope emanating from the UMAC Ministerial Committee or the Commission Bancaire, binding in all its elements and directly applicable to affected parties;
• Opinion designates the conforming opinion delivered by the Commission Bancaire in exercising its mandatory consultative function expressly prescribed by the 1990 Convention and Regulation No. 01/02 of 13 April 2002;
• Resolution designates the position adopted by the Commission Bancaire, which may be directly notified by letter to its recipient or formalized as a regulation, decision or opinion.

Article 3: The Commission Bancaire meets in ordinary, extraordinary and disciplinary sessions.

Article 4: The ordinary session aims to examine files that the General Secretariat, within its routine activities (notably exercising administrative and regulatory powers and adopting the budget), brings to the attention of the Commissioners for decision or information. The Commission Bancaire meets at least four (4) times per year in ordinary session.

Article 5: The Commission Bancaire meets in extraordinary session upon convocation by the President whenever circumstances require and/or as soon as at least one third of the Commissioners notify their request. Circumstances necessitating an extraordinary session may be justified by urgency, the inability of Commissioners to meet in person, or the exceptional nature of the subject matter on the agenda.

Article 6: Under the conditions set out in Article 5, the Commission Bancaire may hold remote extraordinary sessions via videoconference or other telecommunication means allowing identification to determine the quorum. In any case, technical means used for remote extraordinary sessions must transmit at least the voices of Commissioners and participants and allow simultaneous transmission of deliberations. Commissioners participating in a remote extraordinary session vote orally.

Article 7: In cases of urgency, Commissioners may be seized by any means and invited by the President to rule via home consultation. Within the framework of home consultation, the President seizes Commissioners on all subjects requiring urgent decision-making. Commissioners transmit, via electronic mail or any means leaving a written record, their response in a duly signed written document within forty-eight (48) hours of the seizure, to the President and the Secretary-General. Decisions taken under the home consultation procedure are adopted under the same quorum and majority conditions set out in Articles 16 and 17 below. They have the same effects as those taken within an ordinary session. In the absence of a quorum, the President re-summons Commissioners via electronic mail or any means leaving a written record within forty-eight (48) hours of the initial seizure. On this re-summons, alternate Commissioners who are also seized may rule in place of unavailable principal Commissioners. If the quorum is still not met, the decision is adopted by a simple majority of Commissioners who responded to the home consultation. Said decision is prepared by the General Secretariat and submitted to the President for signature. When adopted under the quorum and majority conditions of Articles 16 and 17, the Secretary-General or Deputy Secretary-General draws up a report presented for information to Commissioners at the next session. When adopted by simple majority due to lack of quorum, it is ratified by Commissioners at the next session.

Article 8: The disciplinary session aims to gather explanations from the affected party summoned before the Commission Bancaire, for possible sanctions. The affected party is heard on the grievances held against them.

Article 9: Outside a disciplinary procedure, an interim administrator or liquidator of an affected institution may be invited before the Commission Bancaire to present the results of their mission within an ordinary or extraordinary session.

CHAPTER 2 - PRELIMINARY STEPS FOR SESSIONS

Article 10: Sessions are held upon convocation by the President, who establishes the agenda. The draft agenda for ordinary and extraordinary sessions is prepared by the Secretary-General or Deputy Secretary-General, who proposes points to be included. The draft agenda for disciplinary sessions conforms to resolutions adopted by Commissioners in ordinary session, aiming to bring certain affected parties into disciplinary proceedings. The draft agenda prepared by the Secretary-General or Deputy Secretary-General is transmitted to the President for validation.

Article 11: At least thirty (30) days before the session, the Secretary-General or Deputy Secretary-General informs Commissioners by any means leaving a written record of the location and date. Commissioners or their alternates confirm, without delay, their attendance via electronic mail to the Secretary-General or Deputy Secretary-General, who ensures quorum is met. If quorum is not reached, the Secretary-General or Deputy Secretary-General seizes the President, who informs Commissioners and sets a new date. Fifteen (15) days before the session, the Secretary-General or Deputy Secretary-General transmits to Commissioners the electronic session file, also accessible on COBAC's "Intranet" electronic platform. The physical file is made available to Commissioners on the day of the session. When the Commission Bancaire rules in disciplinary matters, the President issues a summons to the affected party at least fifteen (15) days before the hearing date. The summons includes a statement of facts motivating the procedure. The affected party has the right to consult the procedural file at COBAC headquarters before their hearing.

Article 12: Notes presented to the Commission Bancaire are drafted by the General Secretariat.

Article 13: Notes from ordinary sessions and, where applicable, extraordinary sessions are accompanied by a proposed resolution to be submitted to Commissioners. Notes presented in disciplinary sessions are not accompanied by resolution proposals. They present the facts, grievances, procedure and applicable sanction scale. The Commission Bancaire rules with full knowledge of the case following a contradictory debate with the affected party.

Article 14: The notes, as well as draft records of resolutions and press releases, are validated by the Secretary-General or Deputy Secretary-General before transmission to Commissioners.

CHAPTER 3 - CONDUCT OF SESSIONS

Article 15: The session agenda is adopted at the beginning of the meeting by a simple majority vote. It may be amended on the spot.

Article 16: The Commission Bancaire deliberates validly when two thirds of the Commissioners, or their alternates, are present. Except for the Vice-President, who assists the President, alternates sit only in case of the principal member's inability to attend. However, the Vice-President, who assists the President, does not participate in deliberations or voting.

Article 17: "COBAC" regulations, decisions and opinions are adopted by a two-thirds majority of votes cast. Voting is by show of hands unless one third of Commissioners request a secret ballot. In case of a tie, the President's vote is decisive. The count of votes is performed by the President. Commissioners and session participants are bound by deliberation secrecy, which is not reported publicly.

CHAPTER 4 - SPECIAL PROVISIONS FOR THE DISCIPLINARY SESSION

Article 18: After examining grievances presented by the General Secretariat during an ordinary session, the Commission Bancaire may open a disciplinary procedure against an affected party. Grievances constitute all infringements of applicable banking regulations resulting from on-site inspections by COBAC at affected institutions, or Cerber and e-Sésame declarations made by these institutions, or statutory auditor reports.

Article 19: The hearing aims to gather explanations from the affected party when duly summoned before the Commission Bancaire. A regularly summoned affected party may, as applicable, request assistance from a representative of the Professional Association of Credit Institutions or the National Association of Microfinance Institutions in their country, or any other person of their choice. If unable to travel, the affected party must submit written observations to the Commission Bancaire before the scheduled hearing date. If they abstain from providing observations, the Commission Bancaire may rule by default against them. Under the principle of contradiction, the Commission Bancaire rules against the affected party after having previously heard them or examined their written observations.

Article 20: The summoned affected party presents their defense arguments to the Commission Bancaire, notably facts and legal grounds capable of clearing them of the grievances. The Commission Bancaire takes into account any document communicated by the affected party during the hearing and capable of supporting their opinion at deliberation. When a summoned affected party is absent but has communicated written observations, the Commission Bancaire deliberates based on the communicated elements.

Article 21: Following the contradictory debate or when communicated elements are insufficient for a ruling, the Commission Bancaire may, during deliberation, suspend its decision pending new elements. In this case, a new hearing is envisaged. The opened disciplinary procedure unfolds across multiple disciplinary sessions.

Article 22: The new hearing aims to enable the Commission Bancaire to have sufficient elements for a ruling. The President, seized by the Secretary-General, may notably request additional investigations or demand other documents to establish the reality of grievances.

Article 23: The new hearing occurs by adding the file to the agenda of the next disciplinary session. The President, seized by the Secretary-General or Deputy Secretary-General, issues a summons to the affected party within the time limits set in Article 11, recalling the griev(es) remaining under review. A note from the Secretary-General presents investigation results or communicates documents obtained from the affected party to the Commission Bancaire. The new hearing is then considered according to Articles 19 and 20. When new infringements are discovered during General Secretariat investigations, they are examined by Commissioners in an ordinary session. Following this examination, the Commission Bancaire may decide to open a disciplinary procedure.

Article 24: Following the hearing, the Commission Bancaire deliberates in the absence of the affected party.

Article 25: Following deliberation, the Commission Bancaire may decide:

• either that the grievances formulated against the affected party are definitively established. In this case, the Commission Bancaire imposes one or more sanctions provided by applicable regulations;
• or that the reality of grievances formulated against the affected party is not established. In this case, the Commission Bancaire issues a decision to abandon the grievances. When imposing a sanction or abandonment of grievances, the decision indicates in its operative provisions the closure of the disciplinary procedure.

CHAPTER 5 - INSTRUMENTS ARISING FROM SESSIONS

Article 26: Following sessions, the Secretary-General or Deputy Secretary-General submits on the spot draft press releases and records of resolutions for the President's signature. Resolutions adopted in plenary session by Commissioners cannot be subsequently modified. However, in case of a manifest error affecting the legality of decisions, the Secretary-General or Deputy Secretary-General seizes the President and Commissioners via home consultation (as provided in Article 7) to correct the error.

Article 27: After signing the record of resolutions and press release, the Secretary-General has fifteen (15) days to submit draft instruments adopted by the Commission Bancaire for the President's signature.

Article 28: The draft minutes of sessions are prepared by the General Secretariat and transmitted, via electronic mail or any means leaving a written record, to Commissioners within thirty (30) days following the sessions. They have fifteen (15) days from dispatch to submit observations for integration into the draft. In the absence of observations after this fifteen (15) day period, the draft minutes are deemed to conform to the deliberations. During the following ordinary session, the draft minutes, integrating any observations, are definitively adopted.

Article 29: When the Commission Bancaire's resolution taken after deliberation is formalized as a regulation, decision or opinion, these instruments are signed by the President of COBAC and notified to the recipient by the Secretary-General or Deputy Secretary-General. When a resolution does not require formal instruments, the Secretary-General notifies the interested party by simple letter of an extract of said resolution.

CHAPTER 6 - FINAL PROVISIONS

Article 30: This regulation enters into force from its date of signature. It repeals COBAC Regulation R-92/01 of 22 December 1992 on the procedure for summoning and hearing credit institution management (amended by COBAC Regulation R-93/14), as well as all prior provisions contrary thereto.

Article 31: The Secretary-General is responsible for notifying this regulation to national monetary authorities. It is published in the Official Bulletin of the Community.

So decided and done in N'Djamena, on 17 July 2017, in the presence of:

Mr. ABBAS MAHAMAT TOLLI, President; Ms. Denise Ingrid TOMBIDAM and Ms. Berthe YECKE ENDALE, Mr. Louis ALEKA-RYBERT, Mr. BECHIR DAYE, Mr. Jean-Paul CAILLOT, Mr. Pascal FOURCAUT, Mr. Silvestre MANSIELE BIKENE, Mr. Armel Fridelin MBOULOUKOUE, Mr. Salomon MEKE, Mr. Régis MOUKOUTOU and Mr. Chérubin YERADA, members.

For the Central African Monetary Commission, The President,

[SIGNATURE] ABBAS MAHAMAT TOLLI