Instruction No. 74/AMF-UMOA/2023 on Essential Functions and Professional Card Holding within the Central Depository/Settlement Bank (DC/BR)

[AMF-UMOA Logo]

INSTRUCTION NO. 74/AMF-UMOA/2023

ON ESSENTIAL FUNCTIONS AND PROFESSIONAL CARD HOLDING WITHIN THE CENTRAL DEPOSITORY/SETTLEMENT BANK (DC/BR)

The West African Monetary Union Financial Markets Authority (AMF-UMOA),

Having regard to the Revised Treaty of the West African Monetary Union (UMOA) dated July 12, 2019, which entered into force on October 1, 2022, and amended the name of the Regional Council for Public Savings and Financial Markets (CREPMF) to the West African Monetary Union Financial Markets Authority (AMF-UMOA);

Having regard to the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets, particularly its Annex detailing the composition, organization, functioning, and powers of said Council;

Having regard to General Regulation No. 001/97 dated November 28, 1997 concerning the organization, functioning, and control of the regional financial market, particularly Articles 10 and 16 thereof;

Having regard to Instruction No. 3/97 dated November 29, 1997 concerning the approval of the Central Depository/Settlement Bank;

Having regard to Decision No. 004 dated April 29, 2021/CM/UMOA appointing the President of the Regional Council for Public Savings and Financial Markets;

Having regard to the deliberations of the AMF-UMOA during its 98th ordinary session on December 23, 2023, held in Cotonou, Republic of Benin;

HEREBY ADOPTS:

TITLE 1. GENERAL PROVISIONS

Article 01 Definitions
For the purposes of this Instruction, the following terms shall apply:
a) immunities: privileges enjoyed by staff members under which they cannot be brought before the courts of UMOA member states. b) applicant: any person whose professional card application file is submitted to the AMF-UMOA. c) responsible person: any individual having ultimate first-level control over the activities of a directorate, department, or service, hierarchically and directly reporting to the General Management of the Central Structure. d) professional status: the following administrative positions of a staff member at any point in their career: position held, secondment, leave without pay, retirement, sanction or conviction, temporary or permanent cessation of activity.

Article 02 Purpose and Scope
This Instruction defines the essential functions that must mandatorily appear in the organizational chart of the Central Depository/Settlement Bank (DC/BR), as well as the functions whose exercise requires holding professional cards.

TITLE 2. ESSENTIAL FUNCTIONS

Article 03 Essential Functions within the DC/BR
3.1 The DC/BR must mandatorily possess, at a minimum, the following functions:

• clearing operations supervision;
• operations management;
• information system management and security;
• internal audit;
• compliance;
• risk management.
  3.2 The aforementioned essential functions are independent and incompatible with each other and with other functions. Their exercise is not subject to cumulation. Staff members and responsible persons exercising the aforementioned functions are independent. They may not hold their functions concurrently with other functions.
  3.3 The responsible persons for the functions mentioned in point 3.1 must possess sufficient autonomy, as well as the necessary technical and human resources to exercise their functions.
  These resources are adapted to the importance of the DC/BR's activities.

Article 04 Description of Functions and Appointment of Responsible Persons
4.1 The DC/BR must provide a detailed description of the various functions and positions provided for in its organizational chart. This description must specify, among other things, the skills and qualifications required to hold them.
4.2 Prior to appointing the responsible persons referred to in Article 03, the DC/BR must verify their integrity, professional competence, and knowledge of the applicable legal and regulatory framework.
4.3 Interim coverage of functions subject to professional card holding may only be provided by a person holding a professional card and not performing incompatible tasks. Such interim coverage may not exceed six (06) months.

Article 05 Immunities of Staff
DC/BR staff members do not benefit from any immunity from jurisdiction or execution regarding proceedings or sanctions imposed by the AMF-UMOA within the scope of their functions. Actions of staff members related to their functions are subject to standard statute-of-limitations periods. No agreement or convention contrary to this Article may be invoked against the AMF-UMOA.

TITLE 3. HOLDING OF PROFESSIONAL CARDS

Article 06 Persons Subject to Professional Card Holding
6.1 In the exercise of its prerogatives, the AMF-UMOA is solely competent to define the list of persons subject to obtaining professional cards.
6.2 Holding professional cards issued by the AMF-UMOA is mandatory for persons working in areas requiring particular attention regarding professional requirements and corporate governance.
6.3 The functions whose exercise requires holding professional cards are as follows:

• executives, particularly the Chief Executive Officer and Deputy Director;
• the head of clearing operations;
• the head of depository operations;
• staff members interacting with issuers;
• staff members responsible for information system management and security;
• the head of information systems;
• the head of Internal Audit;
• the head of Compliance;
• the head of Risk Management.
  6.4 A single person may not hold more than one professional card.

Article 07 Procedures for Issuance of Professional Cards
7.1 For the issuance of a professional card, the DC/BR must submit to the AMF-UMOA within one (01) month from the date of hiring or appointment of the subject person, a file containing the following documents:

• an application for issuance of a professional card specifying the applicant's professional status;
• a photocopy of a valid national identity card or passport;
• a Curriculum Vitae signed by the applicant with the notation "certified true";
• a certificate of professional competence issued by the Chief Executive Officer or the Chairman of the Board of Directors (for executives);
• a certificate or letter of employment for each position or reference cited;
• photocopies of diplomas certified as conforming to the originals;
• a criminal record extract dated less than three (03) months from the country of issuance of the identity document, and an extract issued by the competent authorities of the head office's country (if the issuing country is not the head office country);
• two recent identical passport-size photographs.
  7.2 The applicant shall provide sworn translations of the aforementioned documents when they are issued in languages other than French.
  7.3 In the case of a professional card related to a change of function or the appointment of an executive who previously held a professional card, the DC/BR must submit to the AMF-UMOA within fifteen (15) days an updated Curriculum Vitae of the applicant and a certificate of professional competence issued by the Chief Executive Officer or the Chairman of the Board of Directors (when appointed by said Board).
  7.4 The AMF-UMOA may condition the issuance of a professional card to the applicant's successful completion of a professional competence test.

Article 08 Ethical Rules Applicable to Persons Subject to Professional Card Holding
8.1 Persons subject to holding professional cards are bound by professional secrecy under the conditions and penalties provided by applicable laws and regulations.
8.2 These persons may only use the confidential information they hold for exercising their functions within or on behalf of the DC/BR.
8.3 The DC/BR establishes an internal regulation setting out the ethical rules applicable to persons under its responsibility and subject to holding professional cards.
8.4 This regulation specifies, among other things, the conditions under which these persons may conduct transactions in financial instruments for their own account.

Article 09 Obligations of Responsible Persons Subject to Professional Card Holding
9.1 Responsible persons subject to holding professional cards must prepare an annual activity report detailing the conditions under which they exercised their functions. This report must be submitted to the DC/BR's Audit Committee no later than January 15 of the following year.
9.2 This report must be reviewed by the DC/BR's Board of Directors before being transmitted to the AMF-UMOA by the Chairman of the Board of Directors no later than March 31 of the following year.
9.3 This activity report includes:

• a description of the function's organization;
• an inventory of tasks performed to carry out the mission;
• observations made by the responsible person;
• measures adopted following these observations.

Article 10 Duration and Renewal of Professional Cards
10.1 In the absence of a change in professional status, a sanction imposed by the AMF-UMOA, or any other conviction, professional cards issued to DC/BR executives and staff have a duration fixed by the AMF-UMOA and are renewed by tacit agreement.
10.2 The AMF-UMOA may condition the renewal of a professional card to the applicant's successful completion of a professional competence test.

Article 11 Change in the Status of Card Holders
The DC/BR must inform the AMF-UMOA of any change in a professional card holder's status within fifteen (15) calendar days from the date such change occurs.

Article 12 Conditions for Withdrawal of Professional Cards
12.1 The AMF-UMOA may withdraw a professional card issued to any subject person when it finds that their integrity is compromised or that significant shortcomings or deficiencies exist in the conduct of missions attached to their function.
12.2 In case of withdrawal of a professional card from a responsible person, the DC/BR has a period of one (1) month from the hiring or appointment of their replacement to apply for a professional card on behalf of said replacement.

TITLE 4. TRANSITIONAL AND FINAL PROVISIONS

Article 13 Sanctions for Breaches
13.1 The vacancy of one of the responsible positions indicated in Article 6.3 above for a period exceeding six (06) months, or the failure to submit within the required timeframe under Article 7.1 a complete application file for professional card issuance, for any person hired or designated to a regulated function, is subject to sanctions in accordance with the applicable regulatory provisions of the UMOA regional financial market.
13.2 Likewise, failure to declare or non-compliance with the time limit for declaring any change in a professional card holder's status is subject to sanctions.

Article 14 Transitional Provisions
The DC/BR has a maximum period of two (02) years from the date of signature of this Instruction to comply with its provisions.

Article 15 Repeal
This Instruction repeals and replaces all prior regulatory provisions contrary to the same subject matter.

Article 16 Publication and Entry into Force
This Instruction, which shall be published wherever necessary, enters into force as of its date of signature.

Done at Abidjan, on December 29, 2023

For the West African Monetary Union Financial Markets Authority (AMF-UMOA) The President

Badanam PATOKI
[Seal: The President, 01 BPM 1878 ABIDJAN 01, West African Monetary Union Financial Markets Authority]