Circular No. 003 on the Approval of Administrators and Senior Management of Payment Institutions

BANQUE DE LA REPUBLIQUE DU BURUNDI

THE GOVERNOR

CIRCULAR NO. 003/SP/2024 ON THE APPROVAL OF ADMINISTRATORS AND MANAGERS OF PAYMENT INSTITUTIONS, ISSUED PURSUANT TO REGULATION NO. 002/2024 REVISING REGULATION NO. 001/2017 ON PAYMENT SERVICES AND THE ACTIVITIES OF PAYMENT INSTITUTIONS.

Having regard to Law No. 1/34 of December 2, 2008, establishing the Statutes of the Banque de la République du Burundi; Having regard to Law No. 1/17 of August 22, 2017, governing banking activities; Having regard to Law No. 1/07 of May 11, 2018, establishing the national payment system; Having regard to Regulation No. 002/2024 revising Regulation No. 001/2017 on payment services and the activities of payment institutions.

The Banque de la République du Burundi, hereinafter referred to as the "Central Bank," hereby issues this circular.

Article 1: Purpose and Scope

This circular aims to specify the conditions and documents required for the approval of Administrators and Managers of payment institutions.

It applies to all Managers and Administrators of payment institutions approved by the Central Bank.

Article 2: Definitions

For the purposes of this circular, the following terms are defined as:

1. Administrator: Any person who, having been approved by the Central Bank, is a member of the Board of Directors of a payment institution;
2. Manager: Any person who, having been approved by the Central Bank, is responsible for the day-to-day management of the payment institution and has the authority to legally bind the payment institution vis-à-vis third parties.

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Article 3: Approval Criteria

The conditions required for the approval of Managers and Administrators are as follows:

1. For Managers: a. Hold a university degree at least at the Bachelor's level or equivalent; b. Have relevant experience of at least five (5) years in the banking, finance, or financial audit sectors; c. Meet the integrity and honorability criteria set forth in Article 15 of Law No. 1/17 of August 22, 2017, governing banking activities; d. Not have appeared on the list of defaulting clients with regulated institutions during the six (6) months preceding the date of the approval application.

2. For Administrators: a. Hold a university degree at least at the Bachelor's level or equivalent; b. Possess solid expertise in the banking sector, corporate governance, and/or demonstrate proven experience in business management or a similar field; c. Meet the integrity and honorability criteria set forth in Article 15 of Law No. 1/17 of August 22, 2017, governing banking activities; d. Not have appeared on the list of defaulting clients with regulated institutions during the six (6) months preceding the date of the approval application.

The Chairman and Vice-Chairman of the Board of Directors must obtain a non-objection from the Central Bank before exercising their functions.

Article 4: Conditions for Approval

No person may serve as a Manager or Administrator of a payment institution in any capacity if:

1. They have been declared personally bankrupt in Burundi and/or abroad and have not been rehabilitated;
2. They played a leading role in a company that, under their leadership, was declared bankrupt, and have not been rehabilitated;
3. They are being prosecuted or have been convicted, in Burundi and/or abroad, as a principal or accomplice, and have not been rehabilitated, for the following offenses: a. Counterfeiting; b. Counterfeiting or falsification of public securities or commercial instruments, shares, bonds, interest coupons, or banknotes; c. Counterfeiting or falsification of seals, stamps, punches, or marks; d. Forgery and use of forgery; e. Violation of exchange and foreign trade rules; f. Corruption and related offenses; g. Theft, extortion, embezzlement, breach of trust, fraud, or fencing; h. Issuing checks without sufficient funds;

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i. Bankruptcy or similar offenses;
j. Money laundering, terrorist financing, or any other economic and financial crime.

4. They have violated the provisions of the legal and regulatory framework governing banking activities and the payment system.

Article 5: Documents Required for the Approval of an Administrator

Before assuming office, Administrators of payment institutions must be approved by the Central Bank.

For the application for approval of its administrators, the payment institution must submit a file comprising the following elements:

1. A letter of approval request addressed to the Governor of the Central Bank;
2. A detailed curriculum vitae accompanied by supporting documents;
3. An original extract of the criminal record, dated less than three (03) months, for residents;
4. A certificate serving as an extract of the criminal record issued by the competent authority of the country where the person resides or exercises activity, for non-residents;
5. A certificate of non-bankruptcy issued by the competent authority, dated less than three (03) months;
6. A minutes of the General Meeting designating the candidate for the position of administrator, specifying the term of their mandate;
7. Certified true copies of diplomas at the Bachelor's or equivalent level;
8. A certificate of equivalence for diplomas obtained in a foreign country;
9. At least three (03) years of experience in financial management and/or banking or corporate governance for the Chairman of the Board of Directors and their Vice-Chairman;
10. A copy of a valid National Identity Card or passport;
11. An approval application form, described in Annex 1 of this circular, duly completed;

The Central Bank may require, for approval purposes, any additional information it deems useful to base its decision.

Article 6: Documents Required for the Approval of a Manager

Before assuming office, any Manager must be approved by the Central Bank.

For the application for approval of a Manager, the payment institution must submit a file comprising the following elements:

1. A letter of approval request addressed to the Governor of the Central Bank;
2. A detailed curriculum vitae accompanied by supporting documents;
3. An original extract of the criminal record, dated less than three (03) months, for residents;
4. A certificate serving as an extract of the criminal record issued by the competent authority of the country where the person resides or exercises activity in Burundi, for non-residents;

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5. A certificate of non-bankruptcy issued by the competent authority, dated less than three (03) months;
6. Certified true copies of diplomas at a minimum Bachelor's level in finance, law, economics, management information systems, or similar sciences;
7. A certificate of equivalence for diplomas obtained in a foreign country;
8. A minutes of the Board of Directors meeting designating the candidate for the position of manager, indicating the term of their mandate;
9. A copy of a valid National Identity Card or passport;
10. The approval application form, recommended in Annex 2 of this circular, duly completed.

The Central Bank may require, for approval purposes, any additional information it deems useful to base its decision.

Article 7: Prohibition of Cumulation of Functions for Administrators and Managers

No person may simultaneously:

1. Manage and/or administer two payment institutions;
2. Manage and/or administer a payment institution and another company engaging in competitive activities;
3. Manage and/or administer a payment institution and perform audit activities in other payment institutions.

Article 8: Declaration of Shareholdings or Functions Exercised by Administrators and Managers in Other Companies

Any Administrator or Manager of a payment institution must declare at all times the companies in which they hold shares and/or exercise functions as Manager, Administrator, or Statutory Auditor.

These information are transmitted to the Central Bank in accordance with the format presented in Annexes 1 and 2 of this circular.

Article 9: Withdrawal of Approval

The Central Bank shall immediately withdraw approval, without prejudice to sanctions provided for by other legislative and regulatory texts, in the case where the approval of an Administrator or Manager was obtained on the basis of false or misleading information, or if the initial conditions for approval are no longer met.

Approval is also withdrawn from Managers and Administrators in accordance with the circular on the matrix of sanctions applicable to payment institutions.

Article 10: Declaration to the Central Bank

Managers and/or Administrators, during their tenure, must declare to the payment institution any changes in the information provided during the approval application, particularly the companies in which they hold shares and/or exercise functions as Managers, Administrators, or Statutory Auditors. After verification, the payment institution shall in turn transmit this information to the Central Bank.

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Pursuant to Article 13 of the Regulation on payment services and the activities of payment institutions, the cessation of functions of a Manager or Administrator in a payment institution must be declared by the General Management of the payment institution to the Central Bank within five (5) working days, indicating the reasons for this vacancy.

Article 11: Transitional Provision

Establishments in operation prior to the entry into force of this Regulation are required to renew their approval license or their certificate of approval for the provision of payment services and to request the approval of their managers and statutory auditors in accordance with this circular, within a period not exceeding six (6) months from its entry into force.

Article 12: Entry into Force

This circular enters into force on the day of its publication in the Official Bulletin of Burundi and on the website of the Banque de la République du Burundi.

Done in Bujumbura, on July 30, 2024

Edouard Normand BIGENDAKO Governor

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ANNEX 1 APPLICATION FORM FOR APPROVAL OF ADMINISTRATORS OF A PAYMENT INSTITUTION

I. IDENTIFICATION

Name of the payment institution:

Identity of the Administrator:

Legal Entity Represented	Natural Person Represented
Company Name:	Name and Surname:
Legal Form:	Place of Birth:
Commercial Register:	Date of Birth:
Origin:	Nationality:
Address:	Address:

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II. PROFESSIONAL EXPERIENCE FOR ADMINISTRATORS

No.	Name of Institution	Position Held	Duration	Reasons for Departure (if applicable)
1.
2.
3.
4.
5.

III. DECLARATION OF PARTICIPATION/TITLES/SHARES HELD (directly or indirectly)

Name of Institution in Which the Candidate Holds Participations	Date of Acquisition of Participation	Amount of Participation	Percentage of Participation Relative to Paid-up Capital

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IV. OTHER INFORMATION

No.	Questions	Answers: Yes/No
1.	Have you previously submitted an approval application that was rejected or annulled by the Central Bank or any other Regulatory Authority? (If yes, provide details)
2.	Have you, in any country, ever been dismissed from a position or employment, subjected to disciplinary measures by your employer, or prohibited from accessing a profession or occupation? If yes, provide details.
3.	Have you ever been declared bankrupt by a court in a country or played a leading role in a company that, under your leadership, was declared bankrupt? If yes, provide details.
4.	Have you ever been held responsible by a court, in any country, for any fraud or other offense? If yes, provide details.

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V. DECLARATION OF HONOR

I am informed that providing false information to the Central Bank during my approval application constitutes grounds for withdrawal of approval in accordance with the provisions of Article 9 of Circular No. 003/SP/2024 on the approval of administrators and managers/managers of payment institutions.

I undertake to inform the Central Bank of any changes regarding information concerning me that may occur during the processing of the approval application file.

I am also aware that the intentional or unintentional omission of important information is interpreted as an offense and leads to the rejection of approval.

I, the undersigned (e)....................................................., hereby declare that the content of this form is true and accurate.

Name and Surname of the Approval Candidate:

Signature

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ANNEX 2 APPLICATION FORM FOR APPROVAL OF MANAGERS OF A PAYMENT INSTITUTION

I. IDENTIFICATION

1. Name:
2. Surname:
3. Date of Birth:
4. Place of Birth:
5. Telephone Number:
6. National Identity Card Number: (or passport)
7. Physical Address:

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II. PROFESSIONAL EXPERIENCE

No.	Name of Institution	Position Held	Duration	Reasons for Departure (if applicable)
1.
2.
3.
4.
5.

III. DECLARATION OF PARTICIPATION/TITLES/SHARES HELD (directly or indirectly)

Name of Institution	Date of Acquisition of Participation	Amount of Participation	Percentage of Participation Relative to Paid-up Capital

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IV. OTHER INFORMATION

No.	Questions	Answers
1.	Have you previously submitted an approval application that was rejected or annulled by the Central Bank or any other Regulatory Authority? (If yes, provide details)
2.	Have you, in any country, ever been dismissed from a position or employment, subjected to disciplinary measures by your employer, or prohibited from accessing a profession or occupation? If yes, provide details.
3.	Have you ever been declared bankrupt by a court in a country or played a leading role in a company that, under your leadership, was declared bankrupt? If yes, provide details.
4.	Have you ever been held responsible by a court, in any country, for any fraud or other offense? If yes, provide details.

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V. DECLARATION OF HONOR

I am informed that providing false information to the Central Bank constitutes grounds for withdrawal of approval in accordance with the provisions of Article 9 of Circular No. 003/SP/2024 on the approval of administrators and managers/managers of payment institutions.

I undertake to inform the Central Bank of any changes regarding information concerning me that may occur during the approval file processing.

I am also aware that the intentional or unintentional omission of important information is interpreted as an offense and leads to the rejection of approval.

I, the undersigned (e)....................................................., hereby declare that the content of this form is true and accurate.

Name and Surname of the Approval Candidate

Signature