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
RELATING TO 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 relating to 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 deliberations of the Regional Council at its ordinary session held on October 26, 2009;

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

Considering that the quality of the management and organizational structure has an impact on the risk profile of a Commercial Intermediary;

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

HEREBY DECIDES

Article 1: Scope of Application

This Instruction applies to all Commercial Intermediaries who, under the regulations of the regional financial market, are required to be constituted in the legal form of a public limited company.

These include:

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

01 B.P. 1878 Abidjan 01/Côte d'Ivoire - Avenue Joseph ANOMA presidence@crepmf.org TEL.: (225) 20 21 57 42 / 20 21 51 79 Fax: 20 22 16 57 http://www.crepmf.org 1/2

Instruction No. 40 / 2009

• "Account-Keeping and Custodian" Banks (BTCC),
• Management Companies for Collective Investment Schemes in Securities (SGO),
• Variable Capital Investment Companies (SICAV),

and any legal person approved by the Regional Council for the functions of Commercial Intermediary and constituted as 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 designation of members of the Board of Directors of a Commercial Intermediary is made in accordance with the provisions of the Uniform Act relating to commercial company law and economic interest groups.

Directors are chosen because of their competence, experience, and integrity, which make them capable of issuing objective and informed judgments in the interest of the company.

The composition of the Board of Directors must guarantee decision-making for sound and prudent management.

Article 4: Transitional and Final Provisions

This Instruction, which shall enter into force as of the date of its signature, shall be published wherever 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

01 B.P. 1878 Abidjan 01/Côte d'Ivoire - Avenue Joseph ANOMA presidence@crepmf.org TEL.: (225) 20 21 57 42 / 20 21 51 79 Fax: 20 22 16 57 http://www.crepmf.org 2/2