Instruction No. 54 on Corporate Governance of Financial Institutions

BANQUE CENTRALE DU CONGO

THE GOVERNOR

INSTRUCTION N° ....54....... ON CORPORATE GOVERNANCE OF FINANCIAL INSTITUTIONS

The Central Bank of Congo,

Having regard to the Organic Law No. 18/027 of December 13, 2018, on the organization and functioning of the Central Bank of Congo, 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 167;

Having regard to Law No. 15/003 of February 12, 2015, on the activity of leasing, particularly Articles 6 and 7;

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;

Enacts the following provisions:

TITLE I: GENERAL PROVISIONS

CHAPTER I: OBJECT AND SCOPE OF APPLICATION

Article 1:

This Instruction aims to establish the prudential governance rules to be observed by the financial institutions referred to in Article 2 of this Instruction.

Article 2:

Without prejudice to specific contrary provisions, this Instruction applies to financial institutions, including:

leasing companies;
factoring companies;
guarantee companies;
payment institutions providing the payment services referred to in Article 168 of Law No. 22/069 of December 27, 2022, on the activity and supervision of credit institutions, including electronic money institutions and financial messaging services;
specialized financial institutions, including investment banks, development banks, etc.

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CHAPTER II: DEFINITIONS

Article 3:

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

director: member of the deliberative body designated by the General Meeting of shareholders;
executive or active director: member of the deliberative body simultaneously holding functions within the executive body of the financial institution;
independent director: member of the deliberative body who has no relationship of any kind with the financial 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: member of the deliberative body who does not hold a function within the executive body of the financial institution;
risk appetite: the overall degree and types of risks, previously set and lower than the risk tolerance, that a financial institution is willing to assume to achieve its strategic objectives and activity plan;
general meeting: the supreme body constituted by capital contributors, natural or legal persons, namely shareholders, partners, or members, who approve the annual accounts of the financial institution;
development bank: a financial institution that grants medium and long-term credits for the realization of economic development projects;
investment bank: a financial institution specialized in financial engineering operations, particularly mergers and acquisitions, initial public offerings, and financial placements;
specialized committees: structures emanating from the deliberative body with the aim of assisting it in its control function;
ethics and compliance committee: a governance committee, emanating from the deliberative body, created to assist it in exercising its missions of monitoring compliance, ethics, and deontology;

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risk committee: a governance committee, emanating from the deliberative body, created to assist it in determining risk appetite, monitoring 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 supervision missions, particularly 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 the development and implementation of the remuneration system and in monitoring its conformity with the risk appetite policy;
nomination committee: a governance committee, emanating from the deliberative body, created to assist it in the designation of candidates suitable for exercising functions that require prior approval or agreement from the Central Bank of Congo;
conflict 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 financial institution and could, therefore, influence the impartiality expected of them in the performance of their duties;
control function: an independent function from the management of operational activity, whose role is to provide objective assessments of the situation of the financial institution in its area of competence;
corporate governance: the set of relationships between the shareholders of a financial institution, its deliberative body, its executive body, and other stakeholders that establish the framework in which the objectives of the said institution are set, as well as the means to achieve them and control their realization;
duty of care: the obligation for a director to make decisions and act in an informed and prudent manner for the benefit of the financial institution. The duty of care also refers to the prudence with which the director would manage their own affairs;

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duty of loyalty: the obligation, for any director, to act in good faith in the interest of the financial 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 financial institution and all its shareholders;
deliberative body: an emanation of the general meeting of shareholders that determines the strategic orientation of the financial institution, ensures the monitoring 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 company;
executive body: The body responsible, on behalf of the deliberative body, for the day-to-day management of the financial 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 financial 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;
financial institution: a legal entity under Congolese law whose activity consists, excluding any receipt of repayable funds from the public, in carrying out credit operations, performing payment operations, managing payment instruments, or conducting manual foreign exchange;
factoring company: a financial institution that carries out, as a usual profession, operations by which it undertakes to collect and mobilize commercial receivables, either by acquiring said receivables or by acting as agent for the creditors, with a guarantee of good performance in the latter case;
guarantee company: a financial institution that carries out, as a usual profession, operations consisting of substituting itself for the debtor in the event of the latter's default, for remuneration;
internal control system: the set of rules, methods, and control measures governing the organizational and operational structure of a financial institution. It includes reporting processes and control functions;
risk tolerance: the maximum level of risk that the financial institution is able to assume, given its own funds, its risk management, and its control capabilities, in order to comply with all regulatory requirements.

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CHAPTER III: FUNDAMENTAL PRINCIPLES

Article 4:

Corporate governance of financial institutions refers to the relationships between shareholders, the deliberative body, the executive body, and other internal stakeholders with a view to orienting, monitoring, directing, organizing, implementing, and controlling the activity of the financial institution.

Corporate governance determines the attribution of powers and responsibilities of these bodies in the conduct of the financial institution's activities and operations, particularly regarding the following roles:

definition of the financial institution's strategy and objectives;
selection and supervision of personnel;
conduct of the financial institution's daily activities;
taking into account and preserving the interest of customers, shareholders, and other stakeholders;
adaptation of corporate culture to establish safe, sound, and honest management respecting applicable laws and regulations;
organization of internal control and risk management functions.

Article 5:

The financial institution is required to put in place an organizational structure comprising, in particular, the following corporate bodies:

the general meeting, the supreme body of the financial institution, constituted by capital contributors, partners, or shareholders;
the deliberative body, called the board of directors or equivalent body;
the executive body, whose leaders are designated by the deliberative body. It implements the establishment'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, particularly customers, in respect of the general interest.

CHAPTER IV: GOVERNANCE FRAMEWORK

Section 1: General governance principles

Article 7:

The financial institution's governance framework must, in particular:

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be developed and implemented taking into account the prudential regulation issued by the Central Bank of Congo, particularly Instructions Nos. 17 and 22 respectively on internal control and risk management;
establish and formalize strategies, policies, and objectives as well as 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, in particular, 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 financial institution and its external environment as well as developments related to best practices in governance.

Section 2: Principle of proportionality

Article 8:

The financial institution is required to put in place a governance framework conforming to sound practices, adapted to its size, structure, 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, particularly regarding a financial institution presenting a particular risk profile, additional or derogatory measures to this Instruction so that the said institution has a structure and governance practices adapted to its dimension.

TITLE II: ROLES AND RESPONSIBILITIES OF CORPORATE BODIES

CHAPTER I: GENERAL MEETING

Article 9:

The General Meeting is the meeting 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 the Central Bank of Congo's Instruction on approval conditions.

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Capital contributors are required to be regularly and sufficiently informed of the activity, financial situation, and management of the financial institution through 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 at the latest within 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 financial institution, particularly in the case of insufficient own funds or serious malfunctioning of governance.

In the event that the General Meeting is not held under the conditions provided for in the previous paragraph when the situation clearly requires it, the statutory auditor of the financial institution must immediately inform the Central Bank of Congo and convene said General 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 body that represents all capital contributors and has the obligation to act in all circumstances in the interest of the financial institution.

Article 13:

Directors designated by the General Meeting are collectively responsible before said Meeting.

Unless engaging their personal liability, each director is bound by 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 structure of the shareholding, the size, and the nature of the activities of each financial institution as well as the particular circumstances it is going through.

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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, and accounting expertise, financial stability, financial information, new information technologies, strategic planning, compliance, and risk management, remuneration policies, regulation, as well as 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 of a majority 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 the General Management.

Each financial 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 to ensure shareholders that missions are accomplished with the necessary independence and objectivity.

Members of the deliberative body are approved by the Central Bank of Congo according to regulatory provisions in this matter.

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 financial institution cannot, at the same time:

hold any other function in another credit institution or financial institution subject to the Central Bank of Congo, except to represent the same shareholder or partner legal person;
hold a function within a regulatory and/or supervisory body of the financial sector;

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be an owner or hold shares as a natural person in another credit institution or financial institution subject to the Central Bank of Congo.

Article 18:

Generally and within the limits of legal and regulatory provisions in this matter, members of the deliberative body may hold other functions outside their current mandate within the financial institution, provided that the exercise of these external functions:

does not impair the availability required for the exercise of their mandate as a director within the financial institution;
does not generate conflicts of interest or risks, particularly regarding insider dealing;
does not impair the distribution of tasks between the deliberative body and the executive body, particularly regarding the exercise of mandates within companies in which the financial institution holds a participation.

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 financial institution, within the meaning of Instruction No. 51 of the Central Bank of Congo;
not be an employee or manager of the financial institution or 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 financial institution holds a director mandate;
not be a customer or supplier of the financial institution and not have a direct or indirect business relationship with the financial institution ongoing or during the last three (3) years;
not have been an external auditor or statutory auditor of the financial institution during the last three (3) years;
not be a member of the deliberative body of the financial institution for more than six (6) years;
be free from any influence, of a political or patrimonial nature, internal or external to the financial institution, that could compromise the exercise of their freedom of judgment;

Section 3: Organization and functioning of the deliberative body

Article 20:

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

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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 needed;

- ensure the overall good administration of the financial institution and report to the General Meeting;

- meet at least once per quarter, according to a predefined calendar and predetermined agenda, and whenever the situation of the financial institution requires it;

- provide a pre-established emergency mode for consulting directors and making decisions when the situation of the financial institution requires 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 reports, called "verbatim," of its meetings, 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;

- keep the minutes and meeting reports securely in the financial institution's files.

Section 4: Presidency of the deliberative body

Article 22:

The President of the deliberative body must, in particular:

- 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 opinions 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.

MOM

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 11

Article 23:

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The chairman of the deliberative body may not chair a specialized committee nor be a member thereof.

Section 5: General Responsibilities of the Deliberative Body

Article 24:

The deliberative body has, among other things, the following missions:

define the financial institution's strategy;
ensure the supervision of the implementation of the strategy by the executive body and report to the shareholders;
approve the financial institution's values, code of conduct, and ethics values communicated to all persons who need to know them within the financial institution;
establish, 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 management of the financial institution;
propose to the General Assembly the designation of directors meeting the required profile;
have succession plans for members of the executive body;
designate corporate officers;
evaluate the members of the executive body and ensure that they manage the establishment in accordance with the policy it has defined;
define a risk appetite policy including, among other things, a formalized and structured system of delegations and risk tolerance limits;
ensure the quality of information provided to shareholders and the market;
ensure the independence of the risk management, compliance, and internal audit functions from operational business lines;
guarantee the effectiveness and efficiency of internal control, compliance, and risk management mechanisms;

MOM

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 12

- ensure that external auditors respect the codes and professional practice standards applicable to their profession;
- act 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;
- approve the remuneration of members of the executive body and key personnel, in conformity with the corporate culture, long-term objectives and strategy, as well as the financial institution's control structure;
- ensure the application of codes of ethics and ethics rules;
- continuously ensure, among other things, the adequacy of prudential capital levels relative to the risk profile, the respect for liquidity standards, concentration, etc.;
- adopt the annual financial statements in accordance with regulatory requirements in this regard;
- ensure that transactions with related parties, including intragroup transactions, are identified, assessed, and subject to appropriate requirements;
- ensure the preservation and allocation of resources in accordance with the corporate purpose of the financial institution;
- hold ordinary meetings in accordance with its pre-established calendar to assess the overall situation of the financial institution;
- convene, in case of emergency or seriousness of the situation, a special meeting to rule on the recommendations and injunctions of the Supervisory Authority in order to take decisions that are required 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.

Section 5: Specialized Committees of the Deliberative Body

Article 25:

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

MOM

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 13

Article 26:

By way of derogation and only in financial institutions within which 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 financial institutions, the duties 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, among other things, 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 financial institution in the areas covered by Article 21;  
- 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 mechanism, 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.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 14

These Committees must be composed exclusively of non-executive directors and predominantly of independent directors. A director may not belong to more than two Specialized Committees at the same time.

The chairman of each specialized committee is chosen from among the members of said Committee. He may not be the chairman of the deliberative body or of another Committee. He must possess in-depth knowledge in the area of activity of the Committee he chairs.

In the Audit, Risk, and Ethics and Compliance Committees, the chairman 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 financial institution is required, in accordance with the provisions of Instruction No. 17 on internal control, to create an audit committee charged with supervising and ensuring the proper functioning of the third-level internal control function and, more broadly, the internal control mechanism.

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

Article 32:

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

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

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 mechanism.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 15

Article 34:

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

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

Article 35:

Any financial institution is required to put in place a formalized procedure for the selection and nomination of members of the deliberative and executive bodies as well as senior management 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 candidates' skills profile, honorability, and experience.

The Nomination Committee must, in particular:

- ensure that the appointment and renewal process is organized in a rigorous, objective, professional, and transparent manner;  
- put in place a clearly defined procedure for the appointment of members of the governance bodies;  
- continuously ensure that established procedures are transparent and respected;  
- ensure that the financial institution 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 financial institution's human resources policy.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 16

Article 36:

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

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, the 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 financial institution's activities and report to it.

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

- 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 carrying 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 financial institution;

    - 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 in the context of the whistleblowing procedure.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 17

- put in place an organization that holds financial institution staff accountable and promotes transparency;
- have, at all times, sufficient information on the nature and degree of risk taken by the financial institution, understand the interrelationships existing between these different risks, and grasp the capital and liquidity levels required to cover these exposures;
- continuously manage risks related to new activities, new products, and system modifications;
- 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;
- ensure that the roles and obligations of the different functions within the executive body are clearly defined;
- work for the adherence of all staff to principles of ethics and professionalism as well as sound governance practices.
- ensure that the financial institution's activities 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;
- continuously ensure compliance with internal policies as well as legal and regulatory requirements governing the financial institution's activities;
- implement the risk strategy approved by the deliberative body;
- actively engage in the management of all significant risks incurred by the financial institution and 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;
- 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 financial 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 financial institution 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.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 18

Members of the executive body legally bind the financial institution 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:

Members of the executive body are designated by the deliberative body based on criteria of competence and proven experience in the banking or financial field as well as honorability and integrity. A performance contract assigns them clear, measurable, and reasonable objectives to achieve according to a precise calendar attached to their mandate.

Members of the executive body are approved by the Central Bank of Congo in accordance with the Instruction on approval conditions.

Article 41:

The mandate of members of the executive body is five (5) years, renewable 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 financial institution, a member of the executive body may not exercise in this capacity or under any title in another credit institution or financial institution 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 to the former financial institution in which they served and to the Central Bank not to disseminate sensitive information of said establishment, particularly to competitors or the public.

Article 42:

A member of the executive body may exercise, within the limits of legal provisions, other functions outside their current mandate in the financial institution. These external functions must not:

- impair the availability required for the exercise of their mandate within the financial institution;
- generate conflicts of interest or risks with their mandate with the financial institution, particularly regarding insider transactions;
- impair the distribution of tasks between the deliberative body and the executive body, particularly regarding the exercise of mandates within companies in which the financial institution holds a participation.

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Section 3: Operation of the Executive Body

Article 43:

Members of the executive body are required to collaborate with each other in order to exercise effective mutual control, by proceeding, among other things, to the countersignature of at least one member of all correspondence and publications of the financial institution, or to their double signature, according to a delegation system approved by the deliberative body and taking into account the level of sensitivity of the risks induced.

Article 44:

In order to ensure the collegiality of decision-making in essential areas related to the conduct of activities and risk management, the executive body, within the framework of current management powers, puts in place as needed permanent operational internal committees, including credit committees, risk management committees, internal control coordination committees, or asset and liability management committees.

These internal committees are composed of heads of operational lines and risk management and internal control lines concerned, and placed under the aegis of a member of the executive body.

TITLE III: PROVISIONS RELATING TO THE GOVERNANCE OF FINANCIAL GROUPS

Article 45:

The deliberative body and the executive body of a parent company, head of a group approved in the Democratic Republic of Congo, are responsible, each in their respective capacity, for steering the activity and supervising major risks and problems likely to concern both the financial group as a whole on a consolidated basis and each of its subsidiaries.

These bodies are required to exercise adequate supervision of the group's subsidiaries, while respecting the legal and governance responsibilities of the deliberative and executive bodies of the latter.

Article 46:

The deliberative body and the executive body of a financial institution, approved in the Democratic Republic of Congo as a subsidiary of a foreign group, remain fully responsible for the governance of said subsidiary, particularly the development of an effective activity conduct and risk management process at the subsidiary level.

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BANQUE CENTRALE DU CONGO

CONTINUED, PAGE 20

Without prejudice to the power of the parent company established abroad to determine the strategic management of activities and risks at the group level and to define applicable policies, the deliberative and executive bodies of the subsidiary approved in the Democratic Republic of Congo are fully responsible for the adequate local implementation of the rules of the group to which it belongs in conformity with the regulation in force in the Democratic Republic of Congo.

Likewise, they are responsible for the implementation of this management and these policies as well as the assessment of risks at the national level. In this context, the distribution of responsibilities must neither exclude nor limit those of the deliberative and executive bodies of a Congolese subsidiary.

The deliberative and executive bodies of a Congolese subsidiary must retain their responsibilities fully, particularly those related to the preservation of the solvency and liquidity of the financial institution, strategic choices contributing to the protection of depositors' interests, risk management, and compliance with legal and regulatory requirements applicable in the Democratic Republic of Congo.

The existence of control and audit functions at the group level does not exempt the said functions operating at the level of a subsidiary established in the Democratic Republic of Congo from their responsibilities, whose missions, organization, and functioning must be in conformity with Congolese regulations.

TITLE IV: INFORMATION AND TRANSPARENCY

Article 47:

The governance of the financial society must be sufficiently transparent towards shareholders, the clientele, other stakeholders, and market participants.

The deliberative body defines the orientations in the field of governance necessary for the information of stakeholders in order to allow them to evaluate the effectiveness of the policies implemented by the financial society.

Article 48:

The level of detail of the published information must be proportional to the size, the complexity of the organization and activities, the structure, the economic weight, and the risk profile of the financial society.

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