Instruction No. 002-04-2010 on the Designation of Two Statutory Auditors by Banking Financial Institutions

The Governor of the Central Bank of West African States (BCEAO), Having regard to the Treaty of the West African Monetary Union (UMOA), dated January 20, 2007, particularly Article 34 thereof; Having regard to the Statutes of the Central Bank of West African States (BCEAO) annexed to the UMOA Treaty, dated January 20, 2007, particularly Articles 30 and 59 thereof; Having regard to the Uniform Act on Banking Regulation, particularly Article 51 thereof; DECIDES

Article 1: Subject Matter This instruction aims to establish the balance sheet threshold from which banking financial institutions that do not offer their securities to the public are required to appoint two (02) principal statutory auditors and two (02) alternate statutory auditors.

Article 2: Definition of the Threshold The banking financial institutions referred to in Article 1 above, whose total balance sheet reaches at least twenty billion (20,000,000,000) FCFA at the end of two (02) consecutive financial years, must appoint for future financial years a second principal statutory auditor and their alternate.

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INSTRUCTION NO. 002-04-2010 ON THE CONDITIONS FOR DESIGNATING TWO (02) STATUTORY AUDITORS BY BANKING FINANCIAL INSTITUTIONS NOT OFFERING THEIR SECURITIES TO THE PUBLIC

In the event that the total balance sheet falls below the threshold of twenty billion (20,000,000,000) FCFA at the end of two (02) subsequent consecutive financial years, the banking financial institutions referred to in the first paragraph above may, after prior notification to the UMOA Banking Commission, choose not to renew the term of one of the principal statutory auditors and their alternate appointed under Article 1 of this instruction.

Article 3: Duration of Terms The term of the additional principal statutory auditor and their alternate appointed in accordance with the first paragraph of Article 2 of this instruction covers the remaining period of the term of the principal statutory auditor and their alternate already in office.

Article 4: Appointment Procedure The appointment of statutory auditors and their alternates is subject to the approval of the UMOA Banking Commission, in accordance with Article 51 of the Act on Banking Regulation.

Article 5: Entry into Force This instruction enters into force on April 15, 2010 and shall be published wherever necessary. Done in Dakar, on April 14, 2010 Philippe-Henri DACOURY-TABLEY 2