Instruction No. 06/2020/CREPMF on the Processing of Approval and Endorsement Applications

WEST AFRICAN MONETARY UNION
REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS (CREPMF) INSTRUCTION No. 06/2020/CREPMF ON THE PROCESSING CONDITIONS FOR APPROVAL OR ENDORSEMENT APPLICATIONS

The Regional Council for Public Savings and Financial Markets, Having regard to the Convention of 3 July 1996 establishing the Regional Council for Public Savings and Financial Markets (hereinafter "Regional Council" or CREPMF) and its Annex on the composition, organization, functioning, and powers of the Regional Council for Public Savings and Financial Markets; Having regard to General Regulation No. 001/97 of 28 November 1997 on the organization, functioning, and control of the regional financial market, particularly Articles 23 to 102; Having regard to Decision No. CM/DAC/04/04/2017 of 14 April 2017 by the UMOA Council of Ministers appointing the President of the Regional Council; Having regard to Decision No. CM/01/04/2020 of 30 April 2020 by the UMOA Council of Ministers extending the term of office of the President of the Regional Council for Public Savings and Financial Markets; Having regard to the deliberations of the Regional Council at its 41st extraordinary session on 17 September 2020; Considering the principles of IOSCO regarding Regulators, Collective Investment Schemes (CIS), and Market Intermediaries. HAS ADOPTED

Avenue Joseph ANOMA
01 B.P. 1878 Abidjan 01/Côte d'Ivoire
Site web: http://www.crepmf.org
TEL.: (225) 20 21 57 42 / 20 31 56 20
Fax: (225) 20 33 23 04
Email: presidence@crepmf.org

TITLE 1: GENERAL PROVISIONS
Article 1 Object
This Instruction establishes, in accordance with IOSCO Principle 29 and the regulatory provisions in force on the UMOA regional financial market, the rules governing the approval and endorsement process for actors of the regional financial market.

Article 2 Scope
This Instruction applies to natural and legal persons, excluding Market Central Structures, applying for the status of one of the following actors:

• Management and Intermediation Company (SGI),
• Wealth Management Company (SGP),
• Collective Investment Scheme (CIS/OPC),
• CIS Management Company,
• Custodian and Record-Keeping Bank (BTCC),
• Business Introducer,
• Guarantor,
• Rating Agency,
• Listing Sponsor,
• any other entity to be approved or endorsed by the Regional Council.

Article 3 Stages of the Approval or Endorsement Procedure
Applications for approval or endorsement are examined according to the following four (4) stages:

• submission of the application file;
• compliance analysis;
• processing/instruction of the file;
• decision by the Regional Council.
  The closure of a file may occur at any of the three (3) stages preceding the Regional Council's decision, which is issued within a maximum period of three (3) months from the date of submission.

Avenue Joseph ANOMA
01 B.P. 1878 Abidjan 01/Côte d'Ivoire
Site web: http://www.crepmf.org
TEL.: (225) 20 21 57 42 / 20 31 56 20
Fax: (225) 20 33 23 04
Email: presidence@crepmf.org

TITLE 2: SUBMISSION OF THE APPROVAL OR ENDORSEMENT FILE
Article 4 Content of a File
The content of the application file for approval or endorsement, for each category of actor on the regional financial market, is specified in the applicable CREPMF Instruction. Furthermore, a submission form specific to each category of actor, the template of which is attached as an annex, must be fully completed by authorized persons and submitted with the approval file.

Article 5 Receipt of the File
The admissibility of the file is subject to the transmission to the General Secretariat of CREPMF of all documents and information listed in the submission forms mentioned above. The review of admissibility takes place within a period of two (2) working days after receipt by the technical services. Any incomplete file is rejected.

TITLE 3: COMPLIANCE ANALYSIS
Article 6 Compliance Analysis
Following the review of the admissibility of the approval or endorsement file, the General Secretariat of CREPMF conducts its regulatory compliance analysis. This step essentially ensures that the received documents and information meet legal and regulatory requirements. The compliance analysis can yield only two (2) outcomes:

• the file meets legal and regulatory requirements and is declared compliant;
• the file does not meet these requirements, it is declared non-compliant.
  When the regulatory compliance analysis of the file reveals deficiencies, CREPMF requests additional information or documents from the applicant, via electronic means, postal mail, or fax, in order to begin processing the file.

Article 7 Timeframe for Compliance Analysis
The General Secretariat of CREPMF has a maximum period of ten (10) working days to ensure that all received documents and information meet legal and regulatory requirements. Upon expiry of this period and when the file complies with legal and regulatory requirements, the General Secretary of CREPMF sends the applicant a Compliance Notice for the file, which includes the reference assigned to said file. Otherwise, a request for additional information and/or documents is sent to the applicant. In this case, the Compliance Notice is sent to the applicant only after receipt of all requested documents and/or information, within the timeframe required by Article 13 below.

Avenue Joseph ANOMA
01 B.P. 1878 Abidjan 01/Côte d'Ivoire
Site web: http://www.crepmf.org
TEL.: (225) 20 21 57 42 / 20 31 56 20
Fax: (225) 20 33 23 04
Email: presidence@crepmf.org

Article 8 Failure to Transmit Additional Information and/or Documents
In case of failure to transmit the requested additional information and/or documents within a maximum period of twenty (20) working days from the date of transmission of CREPMF's correspondence, the application is considered unsubstantiated. The file is then closed with a duly notified closure by correspondence to the applicant from the General Secretariat of the Regional Council. Any new application must take into account the correction of identified deficiencies.

TITLE 4: PROCESSING OF THE APPROVAL OR ENDORSEMENT FILE
Article 9 Processing of the File
The file processing phase consists of:

• conducting all risk analyses of the file, in order to prepare the relevant forms;
• preparing the presentation note and constituting the core of the file, in preparation for its registration at a session of the Regional Council.

Article 10 Timeframe for File Processing
The maximum timeframe for processing the file is twenty (20) working days, starting from the end of the previous phase, marked by the compliance notice. The aforementioned twenty (20) day period is suspended in case of a request for additional documents and/or information as provided in Article 12 above. Upon receipt of all requested documents and/or information, CREPMF acknowledges receipt. This acknowledgment states the new expiration date of the file processing period.

Article 11 Interviews with Applicants
For a better understanding of the submitted file, the General Secretariat may at this stage conduct interviews with applicants. These interviews can be held in person at the Regional Council's headquarters or remotely by any communication means. These interviews are optional for Management Companies managing already approved Collective Investment Schemes (CIS).

Avenue Joseph ANOMA
01 B.P. 1878 Abidjan 01/Côte d'Ivoire
Site web: http://www.crepmf.org
TEL.: (225) 20 21 57 42 / 20 31 56 20
Fax: (225) 20 33 23 04
Email: presidence@crepmf.org

Article 12 Request for Additional Information and/or Documents
The General Secretariat of CREPMF may request from applicants any document and/or other information to ensure the applicant's capacity to fully exercise the activities for which approval or endorsement is sought. Furthermore, the request for information and/or documents may come from Central Structures as part of their technical opinion to be issued during approval applications in the capacity of Management and Intermediation Company (SGI) or Custodian and Record-Keeping Bank (BTCC). The same applies to information requests from other Structures. In these cases, the processing period is suspended and resumes only from the date CREPMF receives the requested additional information and/or documents.

Article 13 Failure to Transmit Additional Information and/or Documents
In case of failure by the applicant to transmit the additional information and/or documents requested by CREPMF within a maximum period of twenty (20) working days, the application is closed. This closure is duly reasoned and notified to the applicant. Any new application must take into account the correction of identified deficiencies.

TITLE 5: DECISION OF THE REGIONAL COUNCIL AND FINAL PROVISIONS
Article 14 Timeframe for Decision-Making
The Regional Council has a maximum period of three (3) months from the submission of the application to rule on the approval request and issue its decision.

Article 15 Nature and Notification of the Regional Council's Decision
The submission to CREPMF's decision-making bodies of an application file for approval or endorsement that has undergone processing leads to one of the following decisions:

• either an approval or endorsement. In this case, a notification letter, attached with the decision signed by the President of the Regional Council, is sent to the applicant;
• either an adjournment for additional information. This adjournment is notified to the applicant, who has a period of two (02) months from the date of transmission of the notification, to provide the requested additional information, in order to deepen the processing and for a future presentation of the file to CREPMF's decision-making bodies;
• either an approval rejection or endorsement refusal. Regarding this decision, CREPMF sends the applicant a notification letter stating the reasons for the rejection or refusal.

Article 16 Closure of the File with the Regional Council
Any file that has been the subject of a rejection decision by CREPMF is automatically closed with CREPMF.
Likewise, the failure to transmit, within the period indicated in Article 14 above, the additional information requested following a CREPMF adjournment decision automatically results in the closure of the file with CREPMF. A file rejected two (2) times consecutively may be presented to CREPMF again only after the expiration of a one-year period running from the date of the second rejection decision.

Article 17 Publication and Entry into Force
This Instruction, which will be published as needed, repeals all prior and contrary provisions.
It enters into force as of January 1, 2021.

Made in Abidjan, on 10 DEC. 2020
For the Regional Council,
Avenue Joseph ANOMA
01 B.P. 1878 Abidjan 01/Côte d'Ivoire
Site web: http://www.crepmf.org
TEL.: (225) 20 21 57 42 / 20 31 56 20
Fax: (225) 20 33 23 04
Email: presidence@crepmf.org

APPLICATION FORM FOR APPROVAL OR ENDORSEMENT AS A PARTICIPANT ON THE REGIONAL FINANCIAL MARKET AND MODIFICATION OF APPROVAL CONDITIONS

I. IDENTIFICATION OF THE RESPONSIBLE PERSON AND THE PERSON IN CHARGE OF MONITORING THE APPLICATION
1.1 Person responsible for the approval application:
1.1.1 Identity and address
1.1.2 Status of the signatory
Please specify under what capacity this person signs the file:

• Person with the power to validly commit the company
• Shareholder holding control
• Chairman of the Board of Directors
• General Manager or Managing Director
• Others (to be specified)
  1.2 Person in charge of monitoring the approval file:
  Please provide the following information:
  1.3 Declaration and consent
  1.3.1 Declaration by the authorized person
  I declare as follows:
• I have the power to submit this application on behalf of the entity;
• All information provided in this application form (including all attachments) is accurate and complete;
• If, at any time after this declaration, I become aware of a significant change in the information provided (including attachments) that could substantially affect the evaluation of this application, I undertake to inform CREPMF in writing and as soon as possible.
  1.3.2 Recognition of CREPMF's investigation powers
  I recognize that it may be necessary for CREPMF to obtain information from other regulatory authorities or persons (whether within the UEMOA zone or elsewhere) in order to examine and evaluate this application precisely. Consequently, I recognize that CREPMF may obtain from third parties all necessary information it deems useful for the examination and evaluation of the application.
  1.3.3 Anti-money laundering principles and ethical standards
  I declare that by completing this application form, (specify entity) undertakes to:
• respect the Uniform Act on combating money laundering and terrorist financing;
• respect the ethical standards of the regional financial market.

II. NATURE OF THE APPROVAL OR ENDORSEMENT APPLICATION
2.1 Nature of the application
Please indicate the nature of the application:

• Approval or endorsement
• Endorsement of modification of initial approval conditions
  2.2 Desired approval or endorsement
  The company wishes to obtain an approval or endorsement in the capacity of (check corresponding box):
• Stock Exchange
• Central Depository
• Clearing Bank
• Management and Intermediation Company (SGI)
• Wealth Management Company (SGP)
• CIS Management Company
• FCTC Management Company
• Custodian and Record-Keeping Bank (BTCC)
• Business Introducer
• Rating Agency
• Guarantor
• Branch
• Others (to be specified)
  2.3 Envisaged activities
  Please check the various activities that the company will exercise.
• NVM: Securities Trading
• TCT: Securities Record-Keeping
• PVM: Securities Placement
• RTO: Order Reception and Transmission
• GSM: Discretionary Portfolio Management
• CIB: Stock Investment Advisory
• CGP: Wealth Management Advisory
• DEM: Financial Sales/Marketing
• OPCVM: CIS Management
• FCTC: FCTC Management
• NFI: Financial Rating
• GOF: Financial Operations Guarantee
  2.4 Modification of approval conditions
  In case of modification of initial approval conditions, specify the reasons by checking the corresponding box:
• Modification/extension of corporate object
• Change of control
• Shareholding modification without change of control
• Change of technical software
• Other (specify)

III. PRESENTATION OF THE COMPANY
3.1 Identification of the company
3.2 Legal form
Please check the corresponding legal form:

• Company Limited by Shares (SA) with Board of Directors
• Limited Liability Company (SARL)
• General Partnership (SNC)
• Limited Partnership (SCS)
• Simplified Joint Stock Company (SAS)
• Other (specify)
  3.3 Shareholding and group membership
  3.3.1 Social capital
  Amount of social capital (in FCFA)
  Unit nominal value
  Number of shares
  Paid amount (in FCFA)
  3.3.2 Identity of shareholders
  Distribution (complete the table below):
  Name or corporate name | Nationality | Function/Activity | Address | Amount held in capital | % of capital | Contribution in kind | Contribution in cash | % of voting rights
  3.3.3 Financial situations of corporate shareholders
  For each shareholder holding at least 10%, please complete the table below:
  Label | N-3 | N-2 | N-1
  Total balance sheet | Paid capital | Equity | Stable resources | Stable uses | Operating income | Operating expenses | Financial result | Net result
  3.3.4 Group membership
  Please complete the table below citing all group companies including the parent company:
  Company name | Sector of activity | Social capital | % interest/control
  3.4 Management, Board of Directors members, Supervisory Council of the applying company
  3.4.1 Management
  Please complete the table below:
  Name | Position | Other functions | Appointment date | Term duration
  3.4.2 Members of the Board of Directors (BoD)
  Please complete the table below:
  Entity name | Position within BoD | Other functions exercised in the company

IV. DESCRIPTION OF HUMAN AND TECHNICAL RESOURCES OF THE COMPANY
4.1 Human Resources
4.1.1 Organizational chart
Please indicate the bodies composing the company's organizational chart:

• Departments
• Directions
• Sub-directions
• Divisions
• Services
• Cells
• Others (to be specified)
  4.1.2 Envisaged personnel
  Please complete the table below:
  Category | Number | Minimum education level
• Management staff
• Supervisory staff
• Operational staff
  4.1.3 Persons assuming regulatory functions...