Instruction N°I/03/19/REA on the List of Constituent Documents for the Accreditation Application File of Insurance Companies, Directors, and Statutory Auditors

Conakry, June 24, 2019\n\nREPUBLIC OF GUINEA\nCENTRAL BANK\n\nINSTRUCTION N°I/03/19/REA CONCERNING THE LIST OF CONSTITUENT DOCUMENTS FOR THE ACCREDITATION APPLICATION FILE OF INSURANCE COMPANIES, THEIR DIRECTORS, AND STATUTORY AUDITORS.\n\nTHE GOVERNOR,\n\nHaving regard to Law L/2017/017/AN of June 08, 2017, repealing Law L/2016/064/AN of November 09, 2016, itself amending Law/2014/016/AN of July 02, 2014 establishing the Statute of the Central Bank of the Republic of Guinea;\n\nHaving regard to Law L/2016/034/SGG of July 28, 2016 establishing the Insurance Code, particularly Articles 382, 385, 386, 387, 388, 389, 390, 391 and 393;\n\nHaving regard to Decree D/2010/010/PRG/SGG of December 27, 2010 appointing the Governor of the Central Bank;\n\nHaving regard to Instruction N°1/96/13/REA of May 9, 1996 concerning the list of constituent documents for the accreditation application file of insurance companies, their directors, and statutory auditors.\n\nDECIDES:\n\nArticle 1:\nThis Instruction sets the list of constituent documents for accreditation applications for Insurance Companies, their Directors, and the Statutory Auditors of said Companies.\n\nSECTION 1: ACCREDITATION OF INSURANCE COMPANIES\n\nArticle 2:\nThe accreditation application file for Insurance Companies, prepared in nine (09) copies, must include:\n\n1. copies of the articles of association of the public limited insurance company or mutual insurance company and the minutes of the Constitutive General Meeting of the Company;\n\n2. the notarized list of shareholders or members, the distribution of the share capital or the modalities for the constitution of the establishment fund, as well as the following information concerning the directors and general managers: name, address, nationality, professional references, criminal record extract less than three months old;\n\n3. the list of branches that the Company intends to operate and the technical note for each product category;\n\n4. an indication of the foreign countries where the Company already operates;\n\n5. a certificate of registration in the Trade and Real Estate Credit Register (RCCM);\n\n6. a Bank certificate of deposit of the minimum capital amount or the establishment fund, issued by a local bank. In the event that all or part of the capital or establishment fund has been used for the acquisition of goods and services, the applicant must justify:\n\n- that these acquisitions were made in the interest of the insurance company being created and;\n\n- that the minimum capital is actually represented in the assets, after deduction of non-values.\n\n7. an economic and financial activity program highlighting in particular:\n\na) the nature of the risks that the Company proposes to guarantee;\n\nb) for each of the branches subject to the accreditation application, two copies of the policies and forms intended to be distributed to the public or published;\n\nc) for each of the branches subject to the accreditation application, two
copies of the tariffs.\n\nIf these are insurance operations involving commitments whose execution depends on the duration of human life or operations complementary to the preceding operations, the Company must produce the tariff relating to all these operations, as well as a technical note explaining the method of establishing tariffs and the bases for calculating the various categories of premiums or contributions.\n\nIf these are savings appeal operations for capitalization purposes, the company must produce the complete tariff of payments or contributions, accompanied by tables indicating at least, year by year, the mathematical provisions and corresponding surrender values, as well as a technical note explaining the method of establishing these various elements.\n\nd) the guiding principles that the Company intends to follow regarding reinsurance, if applicable, the list of reinsurers being understood that this list could be changed as needed and according to the evolution of the Company;\n\ne) for the first three financial years:\n\n- forecasts relating to management expenses other than installation costs, particularly general expenses and commissions;\n\n- forecasts of installation costs for administrative services and the production network, as well as the financial means intended to cover them;\n\n- the computerization and business development plan;\n\n- the localization plan for the registered office and/or the General Management of the insurance company and possibly its agencies;\n\n- the lease agreement or the company's title deed, legalized by the Tax Services;\n\n- forecasts relating to premiums or contributions and claims expenses;\n\n- the provisional cash flow statement;\n\n- forecasts relating to the financial means intended to cover commitments;\n\n- forecasts relating to the solvency margin that the company must possess in application of the provisions of the Instruction relating to the calculation of the solvency margin;\n\n- all other necessary documents.\n\nSECTION 2: ACCREDITATION OF DIRECTORS OF INSURANCE COMPANIES\n\nArticle 3:\nFor the purposes of this Instruction, "Directors" means: the Chairman of the Board of Directors (PCA), the General Manager, and the Deputy General Manager.\n\nThe Board of Directors must elect from among its members a Chairman whose main residence is in the territory of the Republic of Guinea.\n\nThe Chairman of the Board of Directors, elected by his peers, must satisfy the conditions of honorability, competence, and nationality.\n\nTo be eligible for the position of General Manager or Deputy General Manager, applicants must satisfy the conditions of honorability, competence, and nationality set by Articles 387 et seq. of the Insurance Code.\n\nThe Chairman of the Board of Directors, the General Manager, or the Deputy General Manager of an Insurance Company must obtain, prior to taking office, an accreditation issued by the Accreditation Committee. To this end, the Chairman of the Board of
Directors or the Chairman and Chief Executive Officer of the Company must submit to the Accreditation Committee an accreditation application file prepared in nine (09) copies and comprising the following documents and information:\n\n- a written application from the Chairman of the Board of Directors or the Chairman and Chief Executive Officer addressed to the Chairman of the Accreditation Committee;\n\n- the applicant's curriculum vitae;\n\n- certified true copies of the applicant's diplomas;\n\n- the applicant's work certificates;\n\n- any element justifying the experience, competence, and honorability of the interested party;\n\n- the Guinean nationality certificate;\n\n- a criminal record extract less than three months old, issued by the competent jurisdiction of the interested party's place of birth.\n\nArticle 4:\nAny person who has taken office in violation of Article 3 above is subject to the sanctions provided for in Article 422 of the Insurance Code. Acts taken by such persons are null and void.\n\nIn the event of a change of Director, a discharge must be issued by the Board of Directors of the Insurance Company to the outgoing Director and submitted for approval to the Accreditation Committee.\n\nSECTION 3: ACCREDITATION OF STATUTORY AUDITORS OF INSURANCE COMPANIES.\n\nArticle 5:\nThe Statutory Auditor of an Insurance Company is appointed by the Board of Directors, and must, prior to exercising their function, obtain an Accreditation issued by the Accreditation Committee. To this end, the Chairman of the Board of Directors or the Chairman and Chief Executive Officer of the Company must submit to the Accreditation Committee an accreditation application file for the Company's Statutory Auditors, prepared in nine (09) copies and comprising:\n\n1. an application addressed to the Chairman of the Accreditation Committee;\n\n2. a certificate of registration in the RCCM;\n\n3. a certificate of registration in the register of the Order of Chartered Accountants of Guinea;\n\n4. a certificate of registration on the list of statutory auditors maintained by the Court of Appeal;\n\n5. the list of statutory audit mandates entrusted to the person concerned;\n\n6. for natural persons: a curriculum vitae, including the following information: surname and first names, date and place of birth, nationality, domicile, education with certified copies of diplomas and a criminal record extract less than three months old issued by the competent jurisdiction of the interested party's place of birth.\n\n7. for legal entities: copy of the articles of association, list of partners, curriculum vitae of the directors with certified true copies of diplomas and a criminal record extract less than three months old issued by the competent jurisdiction of the interested party's place of birth, the list and experience of personnel working on statutory audit missions for Insurance Companies.\n\nThese documents, which form the complete file, must be communicated to the
Central Bank at least two months before the planned date of taking office of the Statutory Auditor of the Insurance Company.\n\nArticle 6:\nThe deadline for examining accreditation application files, provided for in Article 386 of the Insurance Code, only begins to run from the receipt of the last document of said file.\n\nArticle 7:\nThis Instruction, which takes effect from its date of signature, repeals all previous contrary provisions and will be registered and published in the Official Journal of the Republic.\n\nConakry, June 24, 2019\n\nDr Louncény NABE