Instruction No. 40/2009 on the Management Structure of Commercial Intermediaries in the UMOA Financial Market

WEST AFRICAN MONETARY UNION crepmf
REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS

INSTRUCTION NO. 40/2009
ON THE MANAGEMENT STRUCTURE OF COMMERCIAL INTERMEDIARIES IN THE UMOA FINANCIAL MARKET

The Regional Council for Public Savings and Financial Markets,

Having regard to the Convention establishing the Regional Council for Public Savings and Financial Markets (CREPMF);

Having regard to the Annex to the Convention on the composition, organization, functioning and powers of the Regional Council for Public Savings and Financial Markets;

Having regard to the Uniform Act of the Organization for the Harmonization of Business Law in Africa (OHADA) relating to commercial company law and economic interest groups;

Having regard to the resolutions of the Regional Council at its ordinary session on October 26, 2009;

Considering that due to the nature of the activities of Commercial Intermediaries and the prudential context in which they operate, investors' interests must be protected;

Considering that the quality of the management and organizational structure impacts the risk profile of a Commercial Intermediary;

Mindful that shareholders of Commercial Intermediaries, in exercising their rights, contribute to sound and prudent management aimed at ensuring or strengthening the security of savers;

ORDERS

Article 1: Scope of Application
This Instruction applies to all Commercial Intermediaries that, under the regional financial market regulations, are required to be established in the legal form of a public limited company.

These include:

• Management and Intermediation Companies (SGI),
• Wealth Management Companies (SGP),

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Instruction No. 40/2009

• Custodian and Conservator Banks (BTCC),
• Collective Investment Scheme Management Companies for Securities (SGO),
• Variable Capital Investment Companies (SICAV),

and any legal entity approved by the Regional Council to perform Commercial Intermediary functions and established in the form of a public limited company.

Article 2: Management Structure
Commercial Intermediaries must establish a Board of Directors.

Article 3: Composition of the Board of Directors The appointment of members of the Board of Directors of a Commercial Intermediary shall be made in accordance with the provisions of the Uniform Act relating to commercial company law and economic interest groups.

Directors are selected based on their competence, experience, and integrity, which qualify them to render objective and informed judgments in the company's best interest.

The composition of the Board of Directors must ensure decision-making conducive to sound and prudent management.

Article 4: Transitional and Final Provisions This Instruction, which shall enter into force as of the date of its signature, will be published where necessary.

Commercial Intermediaries approved prior to the publication of this Instruction have, as of that date, a period of two (2) years to comply with the provisions of this Instruction.

Done in Cotonou, on October 26, 2009

The President
Martin N. GBEDEY