Instruction No. 73/AMF-UMOA/2023 on Essential Functions and the Holding of Professional Cards within the Regional Stock Exchange for Securities (BRVM)

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INSTRUCTION NO. 73 /AMF-UMOA/2023

ON ESSENTIAL FUNCTIONS AND THE HOLDING OF PROFESSIONAL CARDS WITHIN THE REGIONAL STOCK EXCHANGE FOR SECURITIES (BRVM)

The West African Monetary Union Financial Markets Authority (AMF-UMOA),

Whereas the Revised Treaty of the West African Monetary Union (UMOA) dated July 12, 2019, entered into force on October 1, 2022, modifying the name of the Regional Council for Public Savings and Financial Markets (CREPMF) to the West African Monetary Union Financial Markets Authority (AMF-UMOA);

Whereas the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets, particularly its Annex on the composition, organization, functioning, and powers of the Regional Council for Public Savings and Financial Markets;

Whereas General Regulation No. 001/97 of November 28, 1997 on the organization, functioning, and control of the regional financial market, particularly Articles 10 and 16 thereof;

Whereas Instruction No. 2/97 of November 29, 1997 on the authorization of the Regional Stock Exchange for Securities;

Whereas Decision No. 004 of April 29, 2021/CM/UMOA on the appointment of the President of the Regional Council for Public Savings and Financial Markets;

Whereas the deliberations of the AMF-UMOA during its 98th ordinary session on December 23, 2023, held in Cotonou, Republic of Benin;

HEREBY DECIDES:

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TITLE 1. GENERAL PROVISIONS

Article 01 Definitions For the purposes of this Instruction, the following terms shall apply:

a) immunities: privileges enjoyed by agents under which they cannot be brought before the courts of the member states of the UMOA.

b) applicant: any person whose professional card application file is submitted to the AMF-UMOA.

c) responsible person: any person having ultimate first-level control over the activities of a directorate, department, or service hierarchically and directly attached to the General Management of the Central Structure.

d) professional status: the following administrative positions of an agent at a given point in their career: position held, secondment, leave without pay, retirement admission, sanction or conviction, temporary or permanent cessation of activity.

Article 02 Object and scope This Instruction defines the essential functions that must obligatorily appear in the organizational chart of the Regional Stock Exchange for Securities (BRVM), as well as the functions whose exercise requires holding professional cards.

TITLE 2. ESSENTIAL FUNCTIONS

Article 03 Essential functions within the BRVM 3.1 The BRVM must have, at a minimum, the following functions:

• market operations surveillance;
• operations management;
• information system management and security;
• internal audit;
• compliance;
• risk management.

3.2 The aforementioned essential functions are independent and incompatible with each other and with other functions. Their exercise cannot be combined concurrently. The agents and responsible persons exercising the aforementioned functions are independent. They may not combine these functions with other duties.

3.3 The responsible persons for the functions mentioned in point 3.1 must have sufficient autonomy, as well as the necessary technical and human resources to exercise their functions. These resources are adapted to the importance of the BRVM's activities.

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Article 04 Description of functions and appointment of responsible persons for essential functions 4.1 The BRVM must provide a detailed description of the various functions and positions provided for in its organizational chart. This description must specify, among other things, the skills and qualifications required to hold them.

4.2 Prior to appointing the responsible persons referred to in Article 03 above, the BRVM must verify their integrity, professional competence, and knowledge of the applicable legal and regulatory framework.

4.3 Interim performance of functions subject to holding a professional card may only be undertaken by a person holding a professional card and not performing incompatible tasks. Such interim service may not exceed six (06) months.

Article 05 Agent immunities BRVM agents do not benefit from any jurisdictional or enforcement immunity regarding proceedings or sanctions imposed by the AMF-UMOA in the course of their duties. The actions of agents, linked to their functions, are subject to common-law limitation periods. No agreement or convention contrary to this article may be invoked against the AMF-UMOA.

TITLE 3. HOLDING OF PROFESSIONAL CARDS

Article 06 Persons subject to holding professional cards 6.1 In exercise of its prerogatives, the AMF-UMOA is solely competent to define the list of persons subject to obtaining professional cards.

6.2 Holding professional cards issued by the AMF-UMOA is mandatory for persons working in areas requiring particular attention regarding professional requirements and corporate governance.

6.3 The functions whose exercise requires holding professional cards are as follows:

• executives, notably the Chief Executive Officer (CEO) and Deputy CEO;
• the head of market operations surveillance;
• the head of stock exchange operations;
• agents dealing with issuers;
• agents responsible for information system management and security;
• the head of information systems;
• the head of Internal Audit;
• the head of Compliance;
• the head of Risk Management.

6.4 A single person may not hold more than one professional card.

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Article 07 Procedures for issuing professional cards 7.1 To issue a professional card, the BRVM must transmit to the AMF-UMOA, within one (01) month from the date of hiring or appointment of the subject person, a file containing the following documents:

• an application for issuance of a professional card specifying the applicant's professional status;
• a photocopy of a valid national identity card or passport;
• a Curriculum Vitae signed by the applicant with the notation "certified true";
• a certificate of professional competence issued by the CEO or the Chairman of the Board of Directors (for executives);
• a certificate or letter of employment for each position or reference cited;
• photocopies of diplomas certified as conforming to the originals;
• a criminal record extract dated less than three (03) months from the country of issue of the identity document, and an extract issued by the competent authorities of the head office's country (if the issuing country is not the head office country);
• two recent identical passport-size photographs.

7.2 The applicant shall provide sworn translations of the aforementioned documents when they are issued in languages other than French.

7.3 In the context of issuing a professional card related to a change of function or the appointment of an executive who previously held a professional card, the BRVM must transmit to the AMF-UMOA, within fifteen (15) days, the updated Curriculum Vitae of the applicant and a certificate of professional competence issued by the CEO or the Chairman of the Board of Directors (when appointed by the Board).

7.4 The AMF-UMOA may condition the issuance of a professional card on the applicant's successful completion of a professional competence test.

Article 08 Ethical rules applicable to persons subject to holding professional cards 8.1 Persons subject to holding professional cards are bound by professional secrecy under the conditions and penalties provided by applicable laws and regulations.

8.2 These persons may not use confidential information they hold for the exercise of their functions within or on behalf of the BRVM.

8.3 The BRVM establishes an internal regulation setting out the ethical rules applicable to persons under its responsibility and subject to holding professional cards.

8.4 This regulation specifies, among other things, the conditions under which these persons may conduct transactions in financial instruments for their own account.

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Article 09 Obligations of responsible persons subject to holding professional cards 9.1 Responsible persons subject to holding professional cards must prepare an annual activity report on the conditions under which they exercised their functions. This report is transmitted no later than January 15 of the following year to the BRVM's Audit Committee.

9.2 This report must be examined by the BRVM's Board of Directors before being transmitted to the AMF-UMOA by the Chairman of the Board of Directors, no later than March 31 of the following year.

9.3 This activity report includes:

• a description of the function's organization;
• an inventory of tasks performed to execute the mission;
• observations formulated by the responsible person;
• measures adopted following these observations.

Article 10 Duration and renewal of professional cards 10.1 In the absence of a change in professional status, a sanction imposed by the AMF-UMOA, or any other conviction, professional cards issued to BRVM executives and agents have a duration set by the AMF-UMOA and are renewed by tacit renewal.

10.2 The AMF-UMOA may condition the renewal of a professional card on the applicant's successful completion of a professional competence test.

Article 11 Change in the status of professional card holders The BRVM must notify the AMF-UMOA of any change in a professional card holder's status within fifteen (15) calendar days from the date the change occurs.

Article 12 Conditions for withdrawal of professional cards 12.1 The AMF-UMOA may withdraw the professional card issued to any subject person when it identifies significant shortcomings or deficiencies in the conduct of duties attached to their function.

12.2 In case of withdrawal of a responsible person's professional card, the BRVM has one (01) month from the hiring or appointment of their replacement to apply for a professional card for the latter.

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TITLE 4. TRANSITIONAL AND FINAL PROVISIONS

Article 13 Sanctions for breaches 13.1 The vacancy of one of the responsible positions indicated in Article 6.3 above for more than six (06) months, or the failure to transmit within the required deadlines under Articles 9.1 and 12.2 a complete application file for any person hired or designated for a regulated function, is subject to sanctions, in accordance with the applicable regulatory provisions on the UMOA regional financial market.

13.2 Likewise, failure to declare or non-compliance with the deadline for declaring any change in a professional card holder's status is subject to sanctions.

Article 14 Transitional provisions The BRVM has a maximum period of two (02) years from the date of signature of this Instruction to comply with its provisions.

Article 15 Repeal This Instruction repeals and replaces all prior regulatory provisions contrary to the same subject matter.

Article 16 Publication and entry into force This Instruction, which shall be published wherever necessary, enters into force from the date of its signature.

Done in Abidjan, on December 29, 2023

For the West African Monetary Union Financial Markets Authority (AMF-UMOA) The President

[Signature]

Badanam PATOKI