REPUBLIC OF GUINEA

CENTRAL BANK

Conakry, 16 FEB 2017

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INSTRUCTION NO. 072/DGSIF/DSB OF 16 FEB 2017 RELATIVE TO THE PRIOR NOTIFICATION OF THE ASSUMPTION OF OFFICE OF ADMINISTRATORS, ANY CHANGE AFFECTING THE COMPOSITION OF GOVERNING BODIES, AND THE DECLARATION OF THE LIST OF ADMINISTRATORS AND MEMBERS OF THE GENERAL MANAGEMENT OF CREDIT INSTITUTIONS

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THE GOVERNOR

Having seen the Law L/2014/016/AN of 02 July 2014 establishing the Statute of the Central Bank of the Republic of Guinea;

Having seen the Law L/2013/060/CNT of 12 August 2013 on Banking Regulation;

Having seen the Decree D/2010/010/PRG/SGG of 27 December 2010 appointing Mr. as Governor of the Central Bank;

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DECIDES

Article 1: This instruction sets out the implementation procedures by Credit Institutions of the provisions of Articles 23 and 24 of Law L/2013/060/CNT of 12 August 2013 on Banking Regulation, relating respectively to the prior notification to the Approvals Committee of the appointment of Administrators, the filing and updating with the Central Bank, the Registry Office responsible for maintaining the Commercial Register and the Chattel Mortgage Register, of the list of persons exercising functions as Administrators and those as Members of the General Management.

Article 2: Administrators are considered to be natural persons who are members of the Board of Directors and natural persons representing corporate administrators, by virtue of their assimilation to Administrators. Members of the General Management are considered to be natural persons approved by the Approvals Committee under the conditions provided for in Article 17 of the aforementioned law.

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TITLE I: PRIOR NOTIFICATION OF APPOINTMENTS TO ADMINISTRATOR POSITIONS

Article 3: Credit Institutions are required to notify the Approvals Committee of any actual or proposed appointment of persons to their Board of Directors.

Article 4: Credit Institutions shall address to the Central Bank of the Republic of Guinea:

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P.O. Box No. 692 - Conakry - Telephone: (+224) 30 41 26 51 - Telefax: (+224) 30 41 48 98 - Telex: 22 225 BAREG - GE

1. a written request from the Chairman of the Board of Directors addressed to the Governor of the Central Bank of the Republic of Guinea, President of the Approvals Committee (model attached as Annex 1),
2. the minutes of the deliberative body appointing the Administrator,
3. two (2) recent identity photos of the Administrator,
4. a certificate of nationality of the Administrator,
5. a copy of the national identity card or passport,
6. a criminal record extract dated at least three (3) months old; for persons not residing in Guinea for three (3) months, an attestation serving as a criminal record extract issued by the Authority of the country where the declarant previously resided, indicating the signatory Authority and the country concerned,
7. an updated and dated curriculum vitae in French, including the following details:
   • surname and first names,
   • date and place of birth,
   • nationality,
   • domicile,
   • academic training with certified copies of diplomas,
   • professional experience with employment attestation,
8. a completed and signed questionnaire model, attached as Annex 2,
9. a declaration established on the model in Annex 3.

Article 5: The notification through the communication of the documents listed in Article 2 of this instruction must be made to the Approvals Committee at least one (1) month before the effective date of the Administrator's appointment.

Article 6: No one may be a member of the Board of Directors of a Credit Institution:

1. if they have been convicted notably:
   a. for a felony, b. for violation of the provisions of the penal code,
   c. for theft, fraud, breach of trust, forgery and use of forgery in private, commercial, or banking documents,
   d. for misappropriation of public funds, embezzlement by a public depositary, extortion of funds and valuables, bankruptcy, violation of exchange legislation, e. for violation of legislation on narcotics, money laundering, and terrorism financing, f. for handling goods obtained through the above offenses, g. for attempt or complicity in all the above offenses,

2. if they have been declared bankrupt, unless rehabilitated in their favor,

3. if they have been convicted as an Administrator, Legal or De Facto Manager of a Company, under the OHADA Uniform Act relating to the Organization of Collective Procedures for Clearing Liabilities,

4. if they have been subject to a measure of dismissal from a ministerial officer position pursuant to a judicial decision,

5. if the Guinean banking system holds doubtful or contentious claims within the meaning of the New Banking Accounting Plan, on their signature or, at the discretion of the Banking Supervision Department, on that of companies under their control or direction.

Article 7: When the Approvals Committee considers that the applicant does not meet the conditions of competence and honorability to a satisfactory extent, it may oppose their designation. In this case, the decision of the Approvals Committee must be reasoned and served on the requesting Credit Institution. This decision is not subject to appeal.

Article 8: When the applicant is proposed for the position of Chairman of the Board of Directors, the Approvals Committee requests their physical presence at its meeting during the examination of their file.

Article 9: In the absence of a reaction from the Approvals Committee within thirty (30) calendar days after receipt of a complete file on the applicant, the Credit Institution may proceed with the effective appointment of the concerned Administrator.

Article 10: The mandate of any Administrator is terminated when, personally or through a company where they are a Significant Shareholder, Partner, or Manager, they have commitments exceeding the regulatory standards for loans granted to Shareholders, Administrators, Managers, and Related Parties in the Credit Institution.

TITLE II: DECLARATION OF THE LIST OF ADMINISTRATORS AND MANAGERS

Article 11: In accordance with the provisions of Article 24 of Law L/2013/060/CNT of 12 August 2013 on Banking Regulation and in particular to ensure compliance with the provisions of Articles 17, 23, 38, and 39 of said Law, Credit Institutions must file with the Registry Office responsible for maintaining the Commercial Register and Chattel Mortgage Register, under the signature of their General Management, the updated list of their Administrators and Members of their General Management.

Article 12: The aforementioned list is communicated to the Central Bank at the beginning of each year, no later than the end of January, accompanied by the receipt issued by the Registry Office responsible for maintaining the commercial register and Chattel Mortgage Register.

Article 13: During the year, any modification to this list gives rise to a modificatory inscription with the Registry Office responsible for maintaining the commercial register within one month following the assumption of office by the interested party. A new list is communicated to the Central Bank immediately after this inscription, accompanied by the receipt issued by this registry office.

Article 14: In the event of early cessation of activity of an Administrator, or resignation, or dismissal of a Member of the General Management, the Credit Institution must communicate the precise reasons to the Central Bank.

Article 15: This instruction, which takes effect from the date of its signature, repeals all prior contrary provisions and will be published wherever necessary.

Dr. Louncény NABE

ANNEX I

MODEL LETTER TO BE COMPLETED BY THE CONCERNED CREDIT INSTITUTION

To be addressed to the Governor of the Central Bank of the Republic of Guinea President of the Approvals Committee

Mr. President,

I, the undersigned (First Names and Surname), in my capacity as Chairman of the Board of Directors, hereby notify you, in accordance with the provisions of Article 23 of Law L/2013/060/CNT of 12 August 2013 on Banking Regulation, of the decision taken by the Board of Directors in its session on …… to appoint Mr. (First Names and Surname) to the functions of Administrator, effective on ………… (corresponding to at least 30 days after this notification), unless opposed by the Approvals Committee.

In accordance with the provisions of Article 4 of Instruction No. 072/DGSIF/DSB of 16 February 2017, you will find attached herewith all the documents required to accompany this notification.

I declare, after having carried out the usual verifications, that the information communicated by Mr. (First Names and Surname of the applicant) to the Approvals Committee is accurate to my knowledge. I also undertake to immediately bring to the attention of said Committee any changes likely to occur concerning this information of which I become aware.

Please accept, Mr. President, the expression of my high consideration.

Conakry, the…………………………

Signature of the Chairman of the Board of Directors

Attachments: 8

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Annex II

Questionnaire

Model attached in the previous instruction

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Annex III

Sworn Declaration

I, the undersigned (First Names, Surname, Profession), residing at (address), nominated to exercise the functions of Administrator at (Name of the credit institution), hereby declare on my honor, after having taken note of Law L/2013/060/CNT of 12 August 2013 on Banking Regulation in the Republic of Guinea, that all information contained in the notification file submitted to the Approvals Committee is accurate.

I further specify that I am not involved in any pending proceedings before administrative or judicial jurisdictions, nor suspended or dismissed from a position of responsibility, nor subject to the prohibitions on exercising functions provided for in Article 38 of the aforementioned law and the provisions of Article 8 of the instruction on prior notification.

Made at ………… on ………

Signature