Instruction No. 007 on Corporate Governance of Microfinance Institutions (Modification No. 1)

BANQUE CENTRALE DU CONGO

THE GOVERNOR

INSTRUCTION N° 007 ON CORPORATE GOVERNANCE OF MICROFINANCE INSTITUTIONS (Modification n° 1)

The Central Bank of Congo,

Having regard to the Organic Law n°18/027 of December 13, 2018, on the organization and functioning of the Central Bank of Congo, particularly its articles 10, 11 and 25;

Having regard to Law n°22/069 of December 27, 2022, on the activity and supervision of Credit Institutions, particularly its articles 15, 16, 36, 37, 38 and 39;

Having regard to Law n° 002/2002 of February 2, 2002, on provisions applicable to Savings and Credit Cooperatives, particularly its Title III and articles 15, 58 to 65;

Having regard to Law n°11/020 of September 15, 2011, setting the rules relating to the microfinance activity in the DRC, in its articles 23, 24, 25, 29 and 30;

Having regard to Law n°22/068 of December 27, 2022, on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, particularly its Titles I and III;

Enacts the following provisions:

TITLE I: GENERAL PROVISIONS

CHAPTER I: OBJECT AND SCOPE OF APPLICATION

Article 1:

This Instruction aims to set the prudential rules applicable in matters of corporate governance to be observed by the microfinance institutions referred to in Article 2 of this Instruction.

Article 2:

This Instruction applies to the Credit Institutions and financial companies listed below, referred to as "subject establishments":

• savings and credit cooperatives;
• microfinance companies;
• micro-credit enterprises.

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CHAPTER II: DEFINITIONS

Article 3:

For the application of this Instruction, the following terms are understood as:

• independent director: a member of the deliberative body who has no relationship of any kind with the subject establishment or the group to which this establishment belongs that could compromise the exercise of their freedom of judgment. They must be exclusively a Non-Executive or Passive Director;
• non-executive or passive director: a member of the deliberative body who does not exercise a function within the executive body of the subject establishment;
• risk appetite: the overall degree and types of risks, previously fixed and lower than the risk tolerance, that a subject establishment is willing to assume to achieve its strategic objectives and activity plan;
• general meeting: the supreme body constituted by capital contributors, natural or legal persons, namely shareholders, partners, or members, who approve the annual accounts of the establishment;
• specialized committees: structures emanating from the deliberative body with the aim of assisting it in its control function;
• risk committee: a governance committee, emanating from the deliberative body, created to assist it in determining the risk appetite, monitoring the implementation by the executive body of the risk appetite statement, and ensuring the supervision of the risk management function;
• ethics and compliance committee: a governance committee, emanating from the deliberative body, created to assist it in exercising its missions of supervision of compliance, ethics, and deontology;
• audit committee: a governance committee, emanating from the deliberative body, created to assist it in exercising its supervision missions, notably the evaluation of the quality of the internal control system and the steering of internal audit;
• conflicts of interest: a situation where the personal interests of a member of the governance bodies or a member of the staff or those of persons with whom they have a close family link are not compatible with the interests of the subject establishment and could, therefore, influence the impartiality expected of them in the performance of their functions;

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• deliberative body: an emanation of the general meeting of shareholders, partners, or members that determines the strategic direction of the subject establishment, ensures the monitoring of its implementation, and reports to said shareholders. The deliberative body corresponds to the Board of Directors. It is responsible for ensuring the overall good administration of the subject establishment;
• executive body: the body responsible, on behalf of the deliberative body, for the day-to-day management of the activities of the subject establishment as well as the effective steering of the implementation of the strategic objectives and risk policy set by the deliberative body. It corresponds to the General Management or the Manager;
• risk profile: a point-in-time assessment of the gross risk exposures of a subject establishment, i.e., before the application of any mitigation measure or, where applicable, net risk exposures after mitigation, aggregated within relevant risk categories, based on current or prospective assumptions;
• internal control system: the set of rules, methods, and control measures governing the organizational and operational structure of a credit institution. It includes reporting processes and control functions;
• risk tolerance: the maximum level of risk that a subject establishment is able to assume, given its own funds, risk management, and control capabilities, in order to comply with all regulatory requirements;

CHAPTER III: CORPORATE GOVERNANCE FRAMEWORK

Article 4:

The governance of microfinance institutions is the set of mechanisms by which actors (shareholders, partners, members, deliberative body, management, general management, management committee, or steering committee) pursue the institution's mission and ensure its sustainability by adapting to the environment, preventing and managing crises and dysfunctions.

Article 5:

The subject establishment is required to put in place a corporate governance system compliant with sound practices and adapted to its size, structure, the nature and complexity of its activities, as well as its risk profile, operational model, and, where applicable, that of the group to which it belongs.

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Article 6: The subject establishment is required to put in place an organizational structure including notably the following corporate bodies:

(i) for savings and credit cooperatives:

• The General Assembly of members;
• The Deliberative Body or the Board of Directors;
• The Supervisory Board;
• The Credit Commission;
• The Management.

(ii) for micro-credit enterprises and microfinance companies:

• The General Assembly of shareholders;
• The Deliberative Body or the Board of Directors;
• The General Management.

TITLE II: ROLES AND RESPONSIBILITIES OF BODIES

CHAPTER I: GENERAL ASSEMBLY

Article 7: The General Assembly is the meeting of capital contributors, shareholders, partners, members, or associates. It is convened and meets in accordance with legal and statutory provisions.

Article 8: The General Assembly proceeds, in application of the statutes, to the nomination of the members of the deliberative body in accordance with legal and regulatory requirements in this matter, and in compliance with the provisions of Instruction n°41.

Capital contributors are required to be regularly and sufficiently informed of the activity, financial situation, and management of the subject establishment through regular and detailed reports from the deliberative body. They must meet periodically in General Assembly to make decisions on the life of the company.

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Article 9: The General Assembly must be convened at the latest within 48 hours after the discovery, to take corrective measures in the event of a serious violation of prudential regulation, likely to compromise the going concern of the subject establishment, particularly in the event of insufficient own funds or serious dysfunction of governance.

In the event that the General Assembly meeting is not held under the conditions provided for in the preceding paragraph when the situation clearly requires it, the statutory auditor of the subject establishment must immediately inform the Central Bank of Congo and convene said assembly, in accordance with current laws.

CHAPTER II: DELIBERATIVE BODY

Section 1: Principles for the appointment of members of the deliberative body

Article 10: The deliberative body is the collegiate body that represents all capital contributors and is obliged to act in all circumstances in the interest of the subject establishment.

The members of the deliberative body, elected or designated by the General Assembly, are collectively responsible before said assembly.

The deliberative body must be composed of members possessing experience in the banking or financial sector and in corporate governance.

The designation of members of the deliberative body is subject to the approval of the Central Bank of Congo in accordance with the provisions of Instruction n°41.

Section 2: Composition and independence of the deliberative body

Article 11: The composition and organization of the work of the Board of Directors must be appropriate to the capital structure as well as the size and nature of the activities of the subject establishment.

Article 12: The deliberative body operates in association, but also in complete independence from the executive body.

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Article 13: The Board of Directors must not participate in the day-to-day management of the subject establishment. On the other hand, it must receive all information to judge the quality of the management by the executive body.

Article 14: To prevent conflicts of interest, a member of the deliberative body of a subject establishment cannot, at the same time:

• exercise any other function in another credit institution or financial company subject to the Central Bank of Congo, except to represent the same shareholder or corporate partner;
• exercise a function within a regulatory and/or control body of the financial sector; be an owner or hold shares as a natural person in another credit institution or financial company subject to the Central Bank of Congo.

Article 15: In micro-credit enterprises and microfinance companies, the deliberative body must include at least three (3) independent directors.

The term of office of independent directors is three (3) years, renewable once.

Independent directors must provide all guarantees of independence from the partners, members, or shareholders of the subject establishment and persons related to them. They must swear on their honor that they meet the requirements of this Instruction.

The criteria to qualify a director as independent are as follows:

• not be related to the subject establishment, within the meaning of Instruction n°51 of the Central Bank of Congo;
• not be an employee or manager of the subject establishment or a company in the group to which said establishment belongs during the last three (3) years;
• not be a corporate officer of a company in which the subject establishment holds a directorship;
• not be a client or supplier of the establishment and not have a direct or indirect business relationship with the establishment ongoing or during the last three (3) years;
• not have been an auditor or statutory auditor of the subject establishment during the last three (3) years;

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• not be a member of the deliberative body of the establishment for more than six (6) years;
• be free from any influence, of a political or patrimonial nature, internal or external to the establishment, that could compromise the exercise of their freedom of judgment.

Article 16: Generally, external functions that may be exercised by members of the deliberative body must not:

• impair the availability required for the exercise of their mandate within the subject establishment;
• generate conflicts of interest or risks for the subject establishment, notably regarding insider transactions;
• impair the distribution of tasks between the deliberative body and the executive body, notably regarding the exercise of mandates within companies in which the credit institution holds a participation.

Section 3: Organization and functioning of the deliberative body Article 17: The Board of Directors has the following missions, among others:

• appoint officers (president, vice-president, and secretary) at the first meeting after the General Assembly;
• decide on the general organization and strategic objectives;
• define policies on risk management and monitor their implementation by authorized bodies;
• determine the range of products and services to offer to members/clients;
• decide on the acquisition, construction, and sale of fixed assets beyond thresholds set by the procedures manual on fixed assets;
• authorize investments and borrowings;
• designate persons authorized to sign contractual agreements and various documents on behalf of the subject establishment;
• authorize the hiring of employees and define salary conditions and working conditions;
• adopt and monitor the annual budget and business plan;
• monitor the financial results of the subject establishment and adopt necessary corrections;
• adopt and monitor the application of administrative policies and service fees;
• convene, organize, and formulate recommendations to the General Assembly;
• determine corrective measures to be applied in application of the inspection report, auditor, or statutory auditor;
• approve and monitor the recovery plan, where applicable;

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• follow up on observations, recommendations, and opinions from the Supervisory Board or the Audit Committee;
• admit, in savings and credit cooperatives, new members or delegate to others the authority to do so, where applicable.

Article 18: The Board of Directors must:

• meet in the forms provided for by the statutes and internal regulations;
• define the resource management policy of the subject establishment;
• ensure compliance with legal, regulatory, and statutory provisions;
• facilitate the work of inspectors and any control mission dispatched by the Central Bank of Congo or the umbrella organization, as the case may be;
• promote, by any useful measure, the economic, social, and cooperative education of members;
• rule on appeal on decisions of the Credit Commission regarding a member;
• propose solutions for amicable settlement of disputes;
• implement the decisions of the General Assembly;
• report annually on their mandate to the General Assembly, under the conditions set by the statutes and internal regulations.

Article 19: The deliberative body is required to put in place a formalized procedure for the selection and appointment of members of the deliberative and executive bodies as well as senior management to ensure the transparency of these processes.

Article 20: In microfinance companies and micro-credit enterprises, the deliberative body puts in place a global remuneration system appropriate given the corporate culture, risk appetite, activities, and profitability of the subject establishment. It validates in particular the variable remuneration schemes benefiting directors, corporate officers, as well as staff members, and monitors the implementation by the executive body and operational services of the remuneration policy.

Section 4: Presidency of the deliberative body Article 21: The President of the deliberative body must in particular:

• be a non-executive director or an independent director;
• ensure the proper functioning of the deliberative body by ensuring compliance with the rules set for this purpose and for decision-making;

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• possess proven experience and competence in the banking or financial sector as well as other skills and personal qualities allowing them to fully exercise their duties;
• encourage debates and ensure that divergent opinions can be freely expressed and examined in the decision-making process;
• ensure that decisions taken by this body are based on precise rules and are sufficiently substantiated;
• be available for the exercise of their responsibilities.

Article 22: The president of the deliberative body cannot preside over a specialized committee nor be a member of it.

Section 5: Specialized committees of the deliberative body Article 23: In micro-credit enterprises and microfinance companies, the deliberative body is required to create at least three (3) specialized committees, namely the audit committee, the ethics and compliance committee, and the risk committee.

In savings and credit cooperatives, the functions of the audit committee are ensured by the supervisory board. However, the Board of Directors of a savings and credit cooperative is required to create at least two specialized committees, namely: the risk committee and the ethics and compliance committee.

By way of derogation, the risk committee and the ethics and compliance committee may be merged, with prior agreement from the Central Bank of Congo.

These committees assist the deliberative body in certain specific aspects and meet at least once per quarter.

Section 6: Responsibilities, Composition, organization and functioning of Specialized Committees of the deliberative body Article 24: Specialized Committees are required in particular to:

• possess a charter approved by the deliberative body defining their mandate, scope of activity, and rules of operation. It provides for how the committee reports to the deliberative body;
• analyze specific subjects in depth to inform the decisions of the deliberative body;
• regularly formulate and communicate to the deliberative body critical assessments of the organization and functioning of the subject establishment;
• collaborate with each other based on the domains covered.

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Article 25: Specialized committees are composed of at least three (3) members. The deliberative body fixes, in writing, the mandate and composition of the specialized committees. It ensures that said committees interact and report to it at least twice a year. These committees must be composed exclusively of non-executive directors and predominantly of independent directors for microfinance companies and micro-credit enterprises. A director cannot belong to more than two specialized committees at the same time. Specialized committees cannot have more than two members in common. The president of each specialized committee is chosen from among the members of said committee. They cannot be the president of the deliberative body or another committee. They must possess in-depth knowledge in the field of activity of the Committee they preside. Committees keep a register of their deliberations and decisions and retain files comprising minutes and detailed reports, approved and signed by all members present.

Article 26: The risk committee is responsible for examining risk-taking strategies related to all activities and all types of risks, proposing appropriate risk appetite policies with regard to the risk tolerance of the subject establishment, and monitoring their compliance.

The risk committee assists the deliberative body in defining the risk appetite, determining the risk tolerance, strategic orientations regarding risks, and risk monitoring, based on information transmitted by the executive body under the conditions provided by the risk management and monitoring policy.

Article 27 The audit committee or supervisory board and the risk committee are required to communicate with each other and collaborate effectively to facilitate the exchange of information, effective coverage of all risks, and, where applicable, adjustments to the monitoring and risk management system.

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Article 28: The ethics and compliance committee is responsible for assisting the deliberative body in its mission of supervising the implementation of the compliance function system under appropriate conditions, and the implementation of the operations of said establishment with regard to the legal and regulatory provisions in force.

CHAPTER III: SUPERVISORY BOARD OR AUDIT COMMITTEE

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Article 29: The supervisory board or the audit committee is responsible for supervising and ensuring the proper functioning of the third-level internal control function and, more broadly, the internal control framework.

Article 30: The Supervisory Committee is composed of members elected by the General Assembly.

Article 31: The supervisory board or the audit committee must in particular:

• include members with the most experience in banking and finance;
• ensure the adequacy of the internal control system to the activities of the supervised entity;
• examine the internal audit activity report;
• ensure complete coverage of the supervised entity's activities by internal and external audits;
• supervise the review and approval of the financial statements made public by the supervised entity.

The supervisory board or the audit committee has the power to recommend to the Board of Directors the recruitment or dismissal of external auditors and supervise the external auditors' relations with the supervised entity.

CHAPTER IV: CREDIT COMMISSION

Article 32: The credit commission in savings and credit cooperatives is responsible for managing the distribution and recovery of credits in accordance with the policies and procedures defined in this regard. Decisions of the credit commission are taken unanimously.

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Article 33: The credit commission must:

• meet in the forms provided for by the statutes and the internal regulations;
• appoint officers (president and secretary) at the first meeting after the General Assembly;
• report annually on its mandate to the Board of Directors and the General Assembly;
• authorize the issuance of credits within the limits in force;
• check the level of overdue credits and ensure the triggering of recovery procedures.

Members of the credit commission must receive appropriate training.

CHAPTER V: EXECUTIVE BODY Section 1: Principles of designation and functioning of the executive body

Article 34: The executive body is responsible for the day-to-day management of the supervised entity and for providing adequate information to the Board of Directors. It is responsible for supervising the various lines of activity of the supervised entity. The executive body corresponds to the Management in savings and credit cooperatives and to the General Management in other supervised entities.

Article 35: The executive body is composed of natural persons designated by the deliberative body based on criteria of competence and proven experience in the banking or financial sector, as well as honorability and integrity. Members of the executive body must have the necessary skills to manage the activities placed under their responsibility and must have appropriate control over personnel in the lines of activities placed under their responsibility. The designation of members of the executive body is subject to the approval of the Central Bank of Congo in accordance with the provisions of Instruction n°41.

Article 36: The executive body is composed of at least two (2) natural persons, namely the Manager and his Deputy for savings and credit cooperatives, and the General Manager and Deputy General Manager for other supervised entities.

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Article 37: Members of the executive body are required to collaborate with each other to exercise effective mutual control, by notably countersigning at least one member of all correspondence and publications of the supervised entity, or by double-signing them, according to a delegation system approved by the deliberative body and taking into account the level of sensitivity of the risks involved.

Article 38: External functions that may be exercised by a member of the executive body must not:

• impair the availability required for the exercise of their mandate within the supervised entity;
• generate conflicts of interest or risks for the supervised entity, particularly regarding insider transactions;
• impair the division of tasks between the deliberative body and the executive body, particularly regarding the exercise of mandates within companies in which the supervised entity holds a participation.

Section 2: Responsibilities of the executive body

Article 39: The executive body is required to prepare decisions falling within the purview of the deliberative body and to implement the strategy defined by the latter for the conduct of the supervised entity's activities and to report on them.

To this end, the executive body must in particular:

• communicate to the deliberative body all relevant information and data necessary for its decision-making. In this regard, the executive body must, regularly and adequately, keep the deliberative body informed of issues carrying significant stakes, such as:
  • the need to change operational strategy and risk appetite policy, particularly in the event of a change in risk tolerance;
  • the evolution of performance, financial situation, and prudential ratios of the supervised entity;
  • breaches of risk limits and violations of any prudential regulation and compliance rules;
  • substantial negative findings resulting from internal controls;
  • significant operational incidents, particularly fraud events;
  • the handling of issues raised within the framework of the whistleblowing procedure.
• put in place an organization that holds the personnel of the supervised entity accountable and promotes transparency;
• have, at all times, sufficient information on the nature and degree of risks taken by the supervised entity, understand the interrelationships that exist between these different risks, and grasp the levels of capital and liquidity required to cover these exposures;
• permanently manage risks related to new activities, new products, and system modifications;
• ensure, on a permanent basis, the proper functioning of internal control and risk management frameworks and take necessary measures to remedy, in a timely manner, any deficiency or insufficiency identified;
• ensure that the roles and obligations of the different functions within the executive body are clearly defined;
• work for the adherence of all personnel to principles of ethics and professionalism as well as sound governance practices;
• ensure that the activities of the supervised entity are in line with the strategic directions set by the deliberative body, the risk appetite, the remuneration policy, and other policies approved by this body;
• ensure, on a permanent basis, compliance with internal policies as well as legal and regulatory requirements governing the activities of the supervised entity;
• implement the risk strategy approved by the deliberative body, actively engage in the management of all significant risks incurred by the supervised entity, ensure that adequate resources are allocated to them, respect and promote the independence of control functions, and not interfere in the exercise of responsibilities assigned to them;
• ensure that all responsibilities of the executive body are adequately respected by the concerned actors.

Article 40: The Management or General Management drafts, at least annually, a report accounting for the arrangements put in place regarding corporate organization to guarantee effective and prudent management of the credit institution. This report is communicated to the deliberative body, the statutory auditors, and the Central Bank of Congo, and must in particular include:

• a presentation of the results of risk monitoring using appropriate summary statements;
• a presentation of the main lessons that can be drawn from the risk measures to which the supervised entity is exposed, as well as an analysis of the profitability of its various activities.

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Article 41: The distribution of responsibilities within the executive body of the supervised entity is clearly defined, in order to guarantee the balance of powers and thus avoid the exclusive concentration of decision-making power in a single person. This distribution must guarantee the absence of a reserved domain for any of the executives and the continuity of general management under all circumstances.

Members of the executive body legally bind the supervised entity and are each fully responsible for all of its activities.

TITLE III: INFORMATION AND TRANSPARENCY

Article 42: The governance of the supervised entity must be sufficiently transparent towards shareholders or members, depositors, other stakeholders, and market participants.

The deliberative body defines the orientations in the field of governance necessary for informing stakeholders, allowing them to assess the effectiveness of the policies implemented by the supervised entity.

TITLE IV: PREVENTION AND MANAGEMENT OF CONFLICTS OF INTEREST

Article 43: The supervised entity must take adequate measures for the prevention of conflicts of interest and put in place procedures for their management.

The supervised entity must put in place procedures to identify conflicts of interest.

Article 44: In the event of situations of conflicts of interest in the relations of the supervised entity with its capital providers, its directors, its personnel, its members, or its clients, the supervised entity must manage them in a manner that does not prejudice either other stakeholders or itself.

The supervised entity adopts procedures for the prevention and management of risks of conflicts of interest.

It is required to document, using appropriate information, the manner in which conflicts of interest have been managed.

TITLE V: GROUP DIMENSION

Article 45: In the exercise of their responsibilities, the deliberative and executive bodies of the parent company establish general policies at the group level as well as the governance structure enabling it to be equipped with an integrated and harmonized steering framework.

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Furthermore, the presence of control and audit functions at the group level does not exempt supervised entities operating at the level of Congolese subsidiaries from their responsibilities.

Article 46: The attributions of the parent company must neither exclude nor limit those of the deliberative and executive bodies of Congolese subsidiaries.

Consequently, the deliberative and executive bodies of Congolese subsidiaries must fully retain their responsibilities, particularly those related to preserving the financial solidity of their institutions, strategic choices contributing to the protection of depositors' interests, risk management, and compliance with legal and regulatory requirements.

TITLE VI: TRANSITIONAL AND FINAL PROVISIONS

Article 47: Supervised entities are required to ensure strict observance of the provisions of this Instruction.

Non-compliance by supervised entities with the provisions of this Instruction exposes offenders to the sanctions provided for by the legal and regulatory provisions in this regard.

Article 48: Microfinance companies and micro-credit enterprises have a period of eighteen (18) months to comply with the provisions of this Instruction.

To this end, they are required to transmit quarterly to the Central Bank of Congo/Direction of Approvals and Regulation, a detailed report on the state of implementation of the requirements of this Instruction.

Article 49: This Instruction enters into force on the date of its signature and repeals all provisions contrary to it.

Done in Kinshasa on 04 JUL. 2023

MALANGU KABEDI MBUYI Governor

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