Circular No. 10450/2/9 Regarding the Management and Authorized Signatories of Licensed Exchange Companies

[Logo of the Central Bank of Jordan]

Number: 10450/2/9
Date: 7/3/1441 AH
Corresponding to: 4/11/2019 AD

Circular to Licensed Exchange Companies
Subject: Management of the Company and/or Authorized Signatories on its Behalf

Greetings,

Based on the provisions of Articles (11/A), (13), (14), and (15) of the Exchange Business Law No. (44) of 2015 and the regulations and instructions issued pursuant thereto, I emphasize the necessity to comply with the following:

1. Submit a formal request to the Central Bank to obtain prior approvals before making any modifications to any of the following senior executive positions: General Manager of the Company, Chairman of the Board of Directors/Board of Directors, members of the Board of Directors/Board of Directors, and Authorized Signatories of the Company.

2. Provide the Central Bank with comprehensive explanations regarding any direct or indirect changes that have occurred in the ownership structure of the legal entity holding a significant share in the capital (with respect to the capital of corporate partners in exchange companies or shareholders in public joint-stock companies), and the necessity to disclose any direct or indirect significant interest in the corporate partner/founder and any affiliated or subsidiary companies, and to provide us with any updates regarding this matter as they occur.

3. Disclose to the Central Bank in writing if one of the partners/founders or shareholders in the exchange company, or the Authorized Signatories on its behalf, or the General Manager of the Company, or the Chairman of the Board of Directors/Board of Directors, or any of the members of the Board of Directors/Board of Directors, or their related parties, has been or becomes at any time a major partner or shareholder in another foreign exchange company (or any company engaging in activities similar to exchange companies) or its owner.

4. Disclose whether the current General Manager of the Company, the Chairman of the Board of Directors/Chairman of the Board of Directors, or any of the members of the Board of Directors/Board of Directors, or the Authorized Signatories on its behalf, who are not partners, have a significant direct or indirect interest in any affiliated or subsidiary company or any company engaging in activities similar to exchange business within or outside the Kingdom.

5. Periodically update data related to the management of the Company or the Authorized Signatories on its behalf, and provide the Central Bank with any changes or modifications to the status of the aforementioned individuals regarding integrity and suitability, or the issuance of any judicial rulings against them.

6. Provide the Central Bank with comprehensive disclosures regarding who represents minor partners legally.

We also note that you may refer to the following electronic links to benefit from best practices regarding the subject of beneficial ownership published on the Financial Action Task Force (FATF) website:

• Concealment of beneficial ownership
  http://www.fatf-gafi.org/media/fatf/documents/reports/FATF-Egmont-Concealment-beneficial-ownership.pdf
• Indicators of concealed beneficial ownership
  http://www.fatf-gafi.org/media/fatf/documents/reports/FATF-Egmont-Concealment-beneficial-ownership-annex-E.pdf

Please accept our highest respect,

The Governor
Dr. Ziad Frieze

• Note: The definitions contained in the Jordanian Companies Law and the Banking Law shall apply unless a definition is provided for them in the prevailing Exchange Business Law.

P.O. Box 37, Amman 11118 - Jordan Phone: 9 * 4630301 / Fax: 4638889, 4639730 Website: www.cbj.gov.jo Email: info@cbj.gov.jo