BANQUE CENTRALE DU CONGO

LE GOUVERNEUR

INSTRUCTION N°21 ON CORPORATE GOVERNANCE OF CREDIT INSTITUTIONS

(Modification No. 2)

The Central Bank of Congo,

Having regard to Law No. 18/027 of December 13, 2018, on the organization and functioning of the Central Bank, particularly Articles 10, 11, and 25;

Having regard to Law No. 22/069 of December 27, 2022, on the activity and supervision of Credit Institutions, particularly Article 21;

Having regard to Law No. 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 Titles I and III;

Having regard to the Uniform Act relating to commercial company law and economic interest groups.

Enacts the following provisions:

TITLE I: GENERAL PROVISIONS

CHAPTER I: OBJECT AND SCOPE OF APPLICATION

Article 1:

This Instruction aims to establish the prudential rules applicable to governance to be observed by the Credit Institutions referred to in Article 2 of this Instruction.

Article 2:

This Instruction applies to the following Credit Institutions, referred to as "subject institutions":

banks;
savings banks.

CHAPTER II: DEFINITIONS

Article 3:

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

executive or active director: a member of the deliberative body simultaneously holding functions within the executive body of the subject institution;
independent director: a member of the deliberative body who has no relationship of any kind with the subject institution or the group to which it belongs that could compromise the exercise of their 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 hold a function within the executive body of the subject institution;
risk appetite: the overall degree and types of risks, previously set and lower than risk tolerance, that an institution is willing to assume to achieve its strategic objectives and activity plan;
general meeting: the supreme body composed of capital contributors, natural or legal persons, namely shareholders, partners, or members, who approve the annual accounts of the institution;
specialized committees: structures emanating from the deliberative body with the aim of assisting it in its supervisory function;
ethics and compliance committee: a governance committee, emanating from the deliberative body, created to assist it in exercising its missions of supervising compliance, ethics, and deontology;
risk committee: a governance committee, emanating from the deliberative body, created to assist it in determining risk appetite, supervising the implementation by the executive body of the risk appetite statement, and ensuring the supervision of the risk management function;
audit committee: a governance committee, emanating from the deliberative body, created to assist it in exercising its supervisory missions, notably the evaluation of the quality of the internal control system and the steering of internal audit;
remuneration committee: a governance committee, emanating from the deliberative body, created to assist it in developing and implementing the remuneration system and in supervising its conformity with the risk appetite policy;
nominations committee: a governance committee, emanating from the deliberative body, created to assist it in designating candidates suitable for exercising functions that require prior approval or agreement from the Central Bank of Congo;
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 institution and could, for this reason, influence the impartiality expected of them in the performance of their duties;
systemically important Credit Institution: a Credit Institution whose failure could jeopardize the financial system and the economic activity of the country, due to its size, its interconnection with the financial system, its complexity, its cross-border activities, and its substitutability for actors in the Congolese economy;
supervisory function: an independent function from the management of operational activity, whose role is to provide objective assessments of the situation of the subject institution in its area of competence;
corporate governance: the set of relationships between the shareholders of a subject institution, its deliberative body, its executive body, and other stakeholders that establish the framework in which the objectives of said institution are set, as well as the means to achieve them and control their realization;
duty of care: an obligation for a director to make decisions and act in an informed and prudent manner for the benefit of the subject institution. The duty of care also refers to the prudence with which the director would manage their own affairs;

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 4

- **duty of loyalty**: an obligation, for any director, to act in good faith in the interest of the subject institution. Under this obligation, the director must not act in their own interest or in the interest of a person or group, to the detriment of the subject institution and all its shareholders;

- **deliberative body**: an emanation of the general meeting of shareholders that determines the strategic direction of the institution, ensures the supervision of its implementation, and reports to said shareholders. The deliberative body is the board of directors in joint-stock companies or the collegiate body in companies constituted under another form charged with overseeing the overall good administration of the institution;

- **executive body**: The body responsible, on behalf of the deliberative body, for the day-to-day management of the institution's activities 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, the Management Committee, or the Executive Committee. It includes the General Director and the Deputy General Director(s);

- **risk profile**: a point-in-time assessment of the gross risk exposures of a credit institution, 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 the institution is able to assume, given its capital, risk management, and control capabilities, in order to comply with all regulatory requirements;

## CHAPTER III: FUNDAMENTAL PRINCIPLES

### Article 4:

The corporate governance of subject institutions refers to the relationships between shareholders, the deliberative body, the executive body, and other internal stakeholders with a view to orienting, supervising, directing, organizing, implementing, and controlling the institution's activity.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 5

Corporate governance determines the attribution of powers and responsibilities of these bodies in the conduct of the institution's activities and operations, notably with regard to the following roles:

- definition of the strategy and objectives of the subject institution;
- selection and supervision of personnel;
- conduct of the subject institution's activities on a day-to-day basis;
- taking into account and preserving the interest of depositors, shareholders, and other stakeholders;
- adapting the corporate culture in order to implement safe, sound, and honest management respecting applicable laws and regulations;
- organization of internal control and risk management functions.

### Article 5:

The subject institution is required to put in place an organizational structure comprising notably the following corporate bodies:

- the general meeting of shareholders, the supreme body of the institution composed of capital contributors;
- the deliberative body, referred to as the board of directors;
- subject to the provisions of Articles 23 and 24 of this Instruction, the specialized committees of the deliberative body which are mandatory, namely the audit committee, the risk committee, the ethics and compliance committee, the remuneration committee, and the nomination or human resources committee. These committees assist the deliberative body in certain specific aspects;
- the executive body whose leaders are designated by the deliberative body. It implements the institution's strategy operationally and ensures its day-to-day management.

### Article 6:

Corporate governance must primarily aim to preserve, in an equitable and sustainable manner, the interests of stakeholders, notably the clientele, in respect of the general interest.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 6

## CHAPTER IV: GOVERNANCE FRAMEWORK

### Section 1: General Governance Principles

### Article 7:

The organization of the governance system of the subject institution must notably:

- be elaborated and implemented taking into account the prudential regulation issued by the Central Bank of Congo, notably Instructions No. 17 and 22 respectively relating to internal control and risk management;
- establish and formalize strategies, policies, objectives, and procedures to be put in place to define and organize the various means necessary to achieve sound governance;
- define the roles and obligations of stakeholders (bodies) by ensuring notably the separation and independence of management and control functions within the organization as well as the prevention of conflicts of interest;
- reflect, over time, changes resulting from the characteristics of the subject institution and its external environment as well as developments related to best practices in governance.

### Section 2: Principle of Proportionality

### Article 8:

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

The Central Bank of Congo may decide, notably with regard to a systemically important subject institution or one presenting a particular risk profile, to impose additional or derogatory measures to this Instruction so that said institution has a governance structure and practices adapted to its size and the repercussions its potential failure could have on the financial stability of the market.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 7

TITLE II: ROLES AND RESPONSIBILITIES OF CORPORATE BODIES

CHAPTER I: GENERAL MEETING

Article 9:  
The General Meeting is the gathering of capital contributors, authorized to participate therein, convened in ordinary and/or extraordinary sessions according to legal and statutory provisions.

Article 10:  
The General Meeting proceeds, in application of the statutes, to the nomination of members of the deliberative body in accordance with legal and regulatory requirements in this matter, and in respect of the provisions of Instruction No. 18 relating to prior approvals and authorizations.

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

Article 11:  
The general meeting must be convened no later than 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 institution, particularly in cases of insufficient capital or serious dysfunction of governance.

In the event that the general 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 institution must immediately inform the Central Bank of Congo and convene said meeting, in accordance with existing laws.

CHAPTER II: DELIBERATIVE BODY

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

Article 12:  
The deliberative body is the collegiate instance that represents all capital contributors and has the obligation to act in all circumstances in the interest of the subject institution.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 8

Article 13:
Directors designated by the General Meeting are collectively responsible before said Assembly.

Unless engaging their personal liability, each director is subject to the duties of care and loyalty and must consider themselves as the representative of all shareholders and behave as such in the exercise of their functions.

Section 2: Composition and independence of the deliberative body

Article 14:
The composition of the deliberative body must be appropriate to the shareholding structure, the size, and the nature of the activities of each institution and the particular circumstances it is going through.

The deliberative body must be composed, in a balanced manner, of directors with different expertise profiles and possessing complementary skills in banking or financial fields, capital markets, financial analysis, accounting expertise, financial stability, financial information, new information technologies, strategic planning, compliance and risk management, remuneration policies, regulation, and corporate governance.

Without prejudice to legal or statutory provisions, the number of members of the deliberative body takes into account the principle of proportionality. The deliberative body must at all times be composed predominantly of non-executive directors.

In its quest for independence and professionalism, the deliberative body must include at least three (3) independent directors.

Article 15:
The deliberative body and its President must preserve their independence vis-à-vis General Management.

Each subject institution must take all necessary measures to balance the composition of its deliberative body and that of the specialized committees put in place by adopting provisions designed to assure shareholders that missions are carried out with the necessary independence and objectivity.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 9

Members of the deliberative body are approved by the Central Bank of Congo according to the provisions defined by Instruction 18.

Article 16:  
The term of office of independent directors is three (3) years, renewable once.  
The term of office of non-executive directors is six (6) years, renewable.

Article 17:  
To prevent conflicts of interest, a member of the deliberative body of a subject institution 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 supervisory 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 18:  
External functions that may be exercised by members of the deliberative body must not generally:  
- impair the availability required for the exercise of their mandate within the subject institution;  
- generate conflicts of interest or risks for the subject institution, 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.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 10

Article 19:

Without prejudice to the definition set out in Article 3, the criteria to qualify a director as independent are as follows:

- not be related to the subject institution, within the meaning of the Central Bank of Congo's regulation;
- not be an employee or manager of the subject institution nor of a company in the group to which said institution belongs during the last three (3) years;
- not be a corporate officer of a company in which the subject institution holds a director mandate;
- not be a client or supplier of the institution and not have a direct or indirect business relationship with the institution currently or during the last three (3) years;
- not have been an external auditor or statutory auditor of the subject institution during the last three (3) years;
- not have been a member of the deliberative body of the institution for more than six (6) years;
- be free from any influence, of a political or patrimonial nature, originating internally or externally to the institution, that could compromise the exercise of their freedom of judgment;
- not be a member of the deliberative body in another subject institution.

Section 3: Organization and functioning of the deliberative body

Article 20:

The organization of the deliberative body's work must be adapted to the shareholding structure, the size, and the nature of the activities of the subject institution.

Article 21:

The deliberative body must:

- have a charter approved by a deliberation of the deliberative body organizing the modalities of its functioning to ensure appropriate governance. This charter must be revised and updated as necessary;
- oversee the overall good administration of the institution and report to the General Meeting;
- meet at least once per quarter, according to a predefined calendar and predetermined agenda, and whenever the institution's situation necessitates it;

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 11

- provide a pre-established emergency mode for consulting directors and making decisions when the situation of the subject institution necessitates it between two planned meetings. This exceptional procedure must not be used for convenience purposes to reduce operating costs or limit collegial discussion opportunities among members of the deliberative body;  
- produce minutes recording decisions as well as written, exhaustive, and detailed "verbatim" reports of its meetings, in order to trace the debates and the expression of opinions of each participant on all issues raised;  
- have the minutes approved and signed by all directors;  
- have the minutes and meeting reports certified by a notary; and  
- keep the minutes and meeting reports securely in the subject institution's files.

Section 4: Presidency of the deliberative body

Article 22:

The President of the deliberative body must notably:

- be a non-executive director or an independent director;  
- ensure the proper functioning of the body by ensuring respect for the rules set for this purpose and for decision-making;  
- have proven experience and competence in the banking or financial field as well as other skills and personal qualities allowing them to fully exercise their duties;  
- encourage debates and ensure that divergent views 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 23:

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

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BANQUE CENTRALE DU CONGO                                                                 SUITE, PAGE 12

Section 5 : General Responsibilities of the Deliberative Body

Article 24 :

The deliberative body is responsible, inter alia, for:

- defining the strategy of the supervised establishment;  
- overseeing the implementation of the strategy by the executive body and reporting to shareholders;  
- approving the values of the supervised establishment, the code of conduct, and the ethical values communicated to all persons who need to know them within said establishment;  
- establishing, with the support of the nomination committee or human resources committee, criteria of competence and honorability governing the selection of its members, corporate officers, and senior executives of the supervised establishment;  
- proposing to the General Assembly the designation of directors meeting the required profile;  
- having succession plans for members of the executive body;  
- designating corporate officers;  
- evaluating members of the executive body and ensuring they manage the establishment in accordance with the policy it has defined;  
- defining a risk appetite policy, including a formalized and structured system of delegations and risk tolerance limits;  
- ensuring the quality of information provided to shareholders and the market;  
- ensuring the independence of the risk management, compliance, and internal audit functions from operational business lines;  
- guaranteeing the effectiveness and efficiency of internal control, compliance, and risk management mechanisms;

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- ensuring that external auditors respect the codes and professional practice standards applicable to their profession;

- acting through its specialized committees, namely the audit committee, the risk committee, the ethics and compliance committee, the nomination or human resources committee, and the remuneration committee;

- approving the remuneration of members of the executive body and key personnel, in conformity with the corporate culture, objectives, and long-term strategy as well as the control structure of the supervised establishment;

- ensuring the application of codes of ethics and ethical rules;

- continuously ensuring, in particular, the adequacy of prudential capital levels relative to the risk profile, compliance with liquidity standards, concentration, etc.;

- adopting annual financial statements in accordance with regulatory requirements in this regard;

- ensuring that transactions with related parties, including intragroup transactions, are identified, assessed, and subject to appropriate requirements;

- ensuring the preservation and allocation of resources in accordance with the corporate purpose of the establishment;

holding ordinary meetings in accordance with its pre-established calendar to evaluate the overall situation of the supervised establishment;

- convening, in case of emergency or gravity of the situation, a special meeting to rule on recommendations and injunctions of the Supervisory Authority in order to take necessary decisions within the required deadlines. To this end, a detailed and duly notarized minutes of the meeting of the deliberative body is transmitted without delay to the Central Bank of Congo, accompanied by the formal response to the follow-up letter received.

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Section 5 : Specialized Committees of the Deliberative Body

Article 25 :

The deliberative body is required to create five (5) specialized committees respectively tasked with strengthening governance over the functions of audit, risk management, ethics and compliance, nomination of its members, corporate officers, and senior executives of the supervised establishment, as well as the determination of the remuneration policy.

Article 26 :

By way of derogation and only in small-sized establishments where the risk management and compliance functions can be merged, the risk committee and the ethics and compliance committee may also be merged, with the prior approval of the Central Bank of Congo.

Article 27 :

By exception, in small-sized establishments, the responsibilities of the nomination or human resources committees and the remuneration committees may be either handled by a single committee or directly retained under the direct responsibility of the deliberative body, with the prior approval of the Central Bank of Congo.

Article 28 :

The deliberative body may, in order to ensure the optimal and efficient functioning of its specialized committees, be composed of more than twelve (12) members.

Section 6 : Responsibilities, Composition, Organization, and Operation of Specialized Committees of the Deliberative Body

Article 29 :

The Specialized Committees are required, inter alia, to:

- have a charter approved by the deliberative body defining their mandate, scope of activity, and rules of operation. It specifies how the committee reports to the deliberative body;

- thoroughly analyze specific subjects to inform the decisions of the deliberative body;

- regularly formulate and communicate to the deliberative body critical assessments of the organization and operation of the supervised establishment in the areas covered by Article 21;

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- collaborate with each other based on the areas covered. In this context, the Audit Committee and the Risk Committee must communicate and collaborate to facilitate the exchange of information, effective coverage of all risks, and adjustment of the risk governance framework, if necessary.

Article 30 :

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. A director cannot belong to more than two Specialized Committees at the same time.

The president of each specialized committee is chosen from among the members of said Committee. He/She cannot be the president of the deliberative body or of another Committee. He/She must possess in-depth knowledge in the area of activity of the Committee he/she presides over.

In the Audit, Risk, and Ethics and Compliance Committees, the president must be an Independent Director.

The committees keep a register of their deliberations and decisions and retain files comprising the minutes and detailed reports, approved and signed by all members present.

Article 31 :

The supervised establishment is required, in accordance with the provisions of Instruction No. 17 on internal control, to create an audit committee tasked with supervising and ensuring the proper functioning of the third-level internal control function and, more broadly, the internal control framework.

The secretariat of the Audit Committee is provided by the Head of Internal Audit.

Article 32 :

The supervised establishment is required, in accordance with the provisions of Instruction No. 22 on risk management, to create a risk committee tasked with examining risk-taking strategies related to all activities and all types of risks, proposing appropriate risk appetite policies relative to the establishment's risk tolerance, and monitoring their compliance.

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The Secretariat of the Risk Committee is provided by the Head of the Risk Function.

Article 33 :

The Audit Committee 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 risk surveillance and management framework.

Article 34 :

The supervised establishment is required, in accordance with the provisions of Instruction No. 17 on internal control, to create an ethics and compliance committee tasked with assisting the deliberative body in its mission of supervising the implementation of the compliance function framework under appropriate conditions, and the implementation of the establishment's operations with regard to current legal and regulatory provisions.

The Secretariat of the Ethics and Compliance Committee is provided by the Head of Compliance.

Article 35 :

Any supervised establishment is required to implement a formalized procedure for the selection and nomination of members of the deliberative and executive bodies, as well as senior executives, to ensure the transparency of these processes.

The deliberative body is assisted in this responsibility by a nomination committee or human resources committee, which examines and evaluates the adequacy between, on the one hand, the role and responsibilities of the position to be filled, and, on the other hand, the skills profile, honorability, and experience of the candidates.

The Nomination Committee must, in particular:  
- ensure that the nomination and renewal process is organized in a rigorous, objective, professional, and transparent manner;  
- implement a clearly defined procedure for the nomination of governance body members;  
- continuously ensure that established procedures are transparent and respected;

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- ensure that the supervised establishment has an adequate succession plan for management positions and ensure that proposed successors are qualified and meet the required competence and honorability criteria;  
- identify, address, or eliminate conflict of interest situations arising from the nomination process to ensure the objectivity and independence of the deliberative body through adequate selection of its members;  
- participate in the evaluation process of governance bodies;  
- formulate opinions and recommendations to the deliberative body on the human resources policy of the supervised establishment.

Article 36 :

The deliberative body is assisted by a remuneration committee to help determine a global remuneration system appropriate given the corporate culture, risk appetite, activities, and profitability of the supervised establishment.

The scope of competence of the remuneration committee extends to members of the deliberative and executive bodies, heads of main operational business lines, as well as heads of control and risk management functions.

The remuneration committee validates, in particular, variable remuneration schemes benefiting directors, corporate officers, and staff members.

The remuneration committee monitors the implementation by the executive body and operational services of the remuneration policy decided by the deliberative body.

CHAPTER III : EXECUTIVE BODY

Section 1 : Responsibilities of the Executive Body

Article 37 :

The executive body is required to prepare decisions falling within the purview of the deliberative body and implement the strategy defined by the latter for the conduct of the activities of the supervised establishment and report to it.

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To this end, the executive body must, in particular:

(i) 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 with significant stakes, such as:  
- the need to change operational strategy and risk appetite policy, in particular in case of evolution of risk tolerance;  
- the evolution of performance, financial situation, and prudential ratios of the supervised establishment;  
- breaches of risk limits and violations of any prudential regulation and compliance rules;  
- substantial negative findings resulting from internal controls;  
- significant operational incidents, including fraud events;  
- the handling of issues raised within the framework of the whistleblowing procedure.

(ii) put in place an organization that holds establishment staff accountable and promotes transparency;

(iii) have, at all times, sufficient information on the nature and degree of risk taken by the establishment, understand the interrelationships existing between these different risks, and grasp the capital and liquidity levels required to cover these exposures;

(iv) continuously manage risks related to new activities, new products, and system modifications;

(v) continuously ensure the proper functioning of internal control and risk management mechanisms and take necessary measures to remedy, in a timely manner, any deficiency or insufficiency identified;

(vi) ensure that the roles and obligations of the different functions within the executive body are clearly defined;

(vii) work for the adherence of all staff to principles of ethics and professionalism as well as sound governance practices.

(viii) ensure that the activities of the supervised establishment are in conformity with the strategic directions set by the deliberative body, the risk appetite, the remuneration policy, and other policies approved by this body;

(ix) continuously ensure compliance with internal policies as well as legal and regulatory requirements governing the activities of the supervised establishment;

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(x) implement the risk strategy approved by the deliberative body, actively engage in the management of all significant risks incurred by the supervised establishment, ensure that adequate resources are dedicated to them, respect and promote the independence of control functions, and not interfere in the exercise of responsibilities assigned to them;

(xi) ensure that all responsibilities of the executive body are adequately respected by the concerned actors.

The executive body drafts, at least annually, a report accounting for the mechanisms 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.

Article 38 :

The distribution of responsibilities within the executive body of the supervised establishment 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 reserved domains for any of the executives and the continuity of general management under all circumstances.

The members of the executive body legally bind the supervised establishment and are each fully responsible for all of its activities.

Section 2 : Composition and Qualification of the Executive Body

Article 39 :

The executive body is composed of at least two (2) natural persons, corporate officers, namely the General Manager and the Deputy General Manager.

Article 40 :

The members of the executive body are 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. A performance contract assigns them clear, measurable, and reasonable objectives to achieve according to a precise calendar linked to their mandate.

The members of the executive body are approved by the Central Bank of Congo according to the provisions defined by Instruction 18.

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Article 41 :

The mandate of the members of the executive body is five (5) years, renewable only once.

The renewal of the mandate of a member of the executive body is decided by the deliberative body after the documented evaluation of results obtained relative to the objectives set in their performance contract.

Upon the expiration of their mandate in a supervised establishment, the member of the executive body cannot exercise in this capacity or under any title in another supervised establishment except after a cooling-off period of six (6) months, running from the end of said mandate. Furthermore, this former member of the executive body is required to commit vis-à-vis the former credit institution in which they served and the Central Bank not to disseminate sensitive information of said establishment, in particular to competitors or the public.

Article 42 :

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 establishment;

- generate conflicts of interest or risks for the supervised establishment, in particular regarding insider transactions;

- impair the distribution of tasks between the deliberative body and the executive body, in particular regarding the exercise of mandates within companies in which the credit institution holds a participation.

Section 3 : Operation of the Executive Body

Article 43 :

The members of the executive body are required to collaborate with each other in order to exercise effective mutual control, by proceeding, in particular, to the countersignature of at least one member of all correspondence and publications of the supervised establishment, or to the double signature thereof, according to a delegation system approved by the deliberative body and taking into account the level of sensitivity of the risks induced.

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