JOURNAL OFFICIEL

of the Democratic Republic of the Congo Office of the President of the Republic

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LAW NO. 18/027 OF 13 DECEMBER 2018

ON THE ORGANIZATION AND OPERATION OF THE CENTRAL BANK

Kinshasa – 28 December 2018

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TABLE OF CONTENTS

PRESIDENCY OF THE REPUBLIC 13 December 2018 - Law No. 18/027 on the organization and operation of the Central Bank, col. 2. Statement of Reasons, col. 2. Law, col. 5.

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PRESIDENCY OF THE REPUBLIC

Law No. 18/027 of 13 December 2018 on the organization and operation of the Central Bank

Statement of Reasons

Law No. 005-2002 of 07 May 2002 on the constitution, organization, and operation of the Central Bank of the Congo, adopted within the framework of Decree-Law No. 180 of 10 January 1999 modifying and supplementing Constitutional Decree-Law No. 003 of 27 May 1997 on the organization and exercise of power in the Democratic Republic of the Congo, has become obsolete with respect to legal, economic, and financial evolution.

Furthermore, its evaluation has highlighted the need to align the law with the country's commitments and international standards, particularly in the field of governance and the preservation of financial stability.

Moreover, to strengthen the resilience of the national financial sector within the framework of its objective of stabilizing the macroeconomic environment, the Government has chosen to restructure the Central Bank of the Congo with a view to recapitalizing the institution and enhancing its transparency.

It has therefore become necessary for the legislator to align the legal framework for the exercise of the missions of the Central Bank of the Congo with the provisions of the Constitution of 18 February 2006, as amended and supplemented to date, which enshrines in its Articles 176 and 177 the principle of organization and operation of the Central Bank of the Congo based on an organic law.

Thus, this organic law constitutes a response to all these legal and structural requirements in order not only to comply with the Constitution, but also to reorganize the governance of the Central Bank of the Congo and to take into account the mission of financial stability. It is based primarily on two guiding principles, namely:

• the independence of the Central Bank of the Congo;
• accountability and financial transparency to better highlight its obligation to report on its missions.

Indeed, from a legal standpoint, in addition to constitutional requirements, the organic law has taken into account the commitments of the Democratic Republic of the Congo within the framework of the Southern African Development Community, abbreviated SADC, of which the country has been a member since September 1997. It has therefore drawn inspiration from the model of central bank laws in the SADC region with a view to the creation of a sub-regional central bank.

From a structural standpoint, in exchange for its independence, the organic law integrates international best practices in central bank governance, which have proven indispensable in resolving the international financial crisis of 2008, notably transparency in the operation of the Central Bank of the Congo, collegiality in decision-making, expanding the composition of the Board to 13 members, the independence and competence of directors, the establishment of an audit committee within the Board, the management of conflicts of interest, and independent verification and certification of financial statements.

Regarding financial stability, the organic law clarifies the role of the Central Bank of the Congo as a support body to the Government, which ultimately bears primary responsibility for this mission. However, the Central Bank of the Congo has a main responsibility focused on prevention, consisting of supervising the national financial system.

As for the question regarding the financial situation of the Central Bank of the Congo, the organic law advocates for the establishment of appropriate mechanisms to guarantee the financial independence of the institution.

Thus, this organic law integrates the preservation of the institution's own financial situation in the face of exogenous shocks, emphasizing in particular the constituent elements of its assets and the composition of its equity.

The reference to the notion of profitable assets establishes an obligation on the Central Bank of the Congo to invest in financial assets that contribute to increasing seigniorage revenue. In the same vein, profitable assets serve as early warning indicators in the deterioration of the financial situation of the Central Bank of the Congo, as experience shows that immediate intervention by the State in covering losses is a good practice due to its sustainability for the State budget.

As for the capital gains on official foreign exchange reserves, they will henceforth be accounted for in the results.

Other innovations, directly or indirectly linked to the above adjustments, concern:

1. the recognition of the immunity from seizure of the assets of the Central Bank of the Congo and the accounts of commercial banks held in its books, in accordance with universally recognized principles;

2. the hearing of the Governor of the Central Bank of the Congo by Parliament within the framework of transparency and accountability of the institution;

3. the affirmation of the role of the Central Bank of the Congo as lender of last resort to allow it to act effectively in case of illiquidity and insolvency of a credit institution presenting a systemic risk;

4. the legalization of the collaboration of the Central Bank of the Congo with the supervisory authorities of other States as well as national authorities, without prejudice to provisions relating to professional secrecy;

5. the introduction into this organic law of provisions relating to certain issues already addressed by existing regulations, with a view to strengthening the power of the Central Bank in the use of instruments;

6. the strengthening of the supervisory power of the Central Bank to allow it to ensure the proper functioning of payment, clearing, and settlement systems;

7. the possibility recognized to the Minister of Finance to resort, at the expense of the Treasury, to an independent external audit for specific questions;

8. the possibility of remunerating mandatory reserves at the discretionary decision of the Central Bank.

This organic law comprises one hundred and five articles grouped into the following five titles:

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Title 1: General Provisions; Title 2: Organization; Title 3: Operation; Title 4: Penal and Special Provisions; Title 5: Transitional, Repealing, and Final Provisions.

Such is the general economy of this organic law.

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LAW

The National Assembly and the Senate have adopted; The President of the Republic promulgates the Law whose text follows:

The National Assembly and the Senate have adopted; The President of the Republic promulgates the law whose text follows:

TITLE FIRST: GENERAL PROVISIONS

Article 1

This organic law fixes the organization and operation of the Central Bank of the Congo, abbreviated B.C.C, hereinafter referred to as the Bank.

Article 2

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

1. profitable assets: assets and claims of the Bank appearing on the asset side of its balance sheet and which bear interest;

2. special credits: credits granted without the requirement of financial guarantees and under conditions agreed between the Bank and the Government to a credit institution in difficulty and whose cessation of activity is likely to disrupt the stability of the national financial system;

3. actuarial variances: variances resulting from the annual valuation of the Bank's commitments to its personnel regarding retirement compared to projections;

4. to make up the amount: the act by the debtor to bring the amount corresponding to the debt;

5. standing facility: credit offered by the Bank to an institution participating in a payment system, against the provision of a financial guarantee, to allow the settlement of its operations at the end of the day;

6. payment, clearing, and settlement system: a set of instruments, financial procedures, and fund transfer systems or management and delivery of financial securities, intended to ensure the circulation of funds and financial securities and to guarantee the proper completion of transactions on financial markets;

7. general reserve: mandatory account serving to receive the allocation of the profit realized by the Bank;

8. special reserve: optional account constituted by the Bank's Council to receive, in addition to the general reserve, a portion of the profit realized by the Bank;

9. borrowing title: financial instrument that acknowledges a claim of the holder against the issuer and which allows the latter to raise funds on a financial market.

Article 3

The Bank is the issuing institute of the Democratic Republic of the Congo. It is a public law institution endowed with legal personality. It enjoys management autonomy. It is subject to laws and regulations concerning accounting. However, it adopts procedures governing the acquisition of goods and services, drawing inspiration from the principles of transparency and equity established by legislation on public procurement. Without prejudice to its independence and the specificity of operations carried out in regulated markets, notably monetary or foreign exchange, it concludes contracts in accordance with the general rules of law relating to public procurement.

Article 4

The Bank is independent in achieving its objectives, exercising its missions, implementing its instruments, and managing its finances. The Institutions of the Republic are required to respect this independence and must not perform any act likely to alienate it. In the exercise of its powers and in the accomplishment of its missions and duties, the Bank, the members of its organs, and its personnel cannot solicit or receive instructions from any person, authority, or institution.

Article 5

The registered office of the Bank is established in Kinshasa. In the event of exceptional circumstances, it may be temporarily transferred to any other place in the Republic

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Democratic Republic of the Congo, with the authorization of Parliament if necessary.

The Bank may establish or suppress an operating office in a national administrative entity or abroad.

Article 6 The share capital of the Bank amounts to 213 billion Congolese francs. It is fully subscribed by the State and paid up according to the modalities agreed between the Bank and the Government. The share capital can only be modified by virtue of a law.

Article 7 The assets, goods, and revenues as well as the operations and transactions of the Bank are exempt from all taxes, duties, and fees, including proportional duties collected by or for the Central Power, the Provinces, the decentralized territorial entities, the Courts and Tribunals and/or any other public body.

These assets, goods, and revenues, whatever their nature, in whatever hands they may be, are immune from seizure by any creditor whatsoever.

Article 8 The Bank, the members of its organs, and its personnel as well as the persons designated by it and who contribute, even on an occasional basis, to its missions, incur no civil liability for their decisions, acts, or behavior in the exercise of the legal missions of the Bank, except in cases of fraud or gross negligence.

TITLE II: ORGANIZATION CHAPTER 1: MANDATE Section 1: Objectives, Missions, and Instruments

Article 9 The Bank's main objective is to ensure the stability of the general price level. Without prejudice to this main objective, the Bank supports the general economic policy of the Government.

Article 10 Without prejudice to the objective of stability of the general price level, the Bank's mission is:

1. the custody of public funds;
2. the safeguarding and monetary stability;
3. the definition and implementation of monetary policy;
4. the control of the entire banking activity;
5. economic and financial advice to the Government.

Furthermore, it is called upon to:

1. regulate the entire banking activity;
2. issue banknotes and coins having legal tender;
3. define and implement exchange rate policy;
4. hold and manage the official foreign exchange reserves of the Republic;
5. contribute to the stability of the financial system;
6. promote a secure, efficient, and robust national payment system;
7. regulate money markets and promote capital markets;
8. collect data and prepare statistics;
9. keep a register for the centralization of information on bank credits and on companies.

Article 11 In application of this organic law, the Bank may notably issue instructions, issue orders, and take decisions. Instructions have general scope and are mandatory. They are published in the official journal and/or on the Bank's website. Orders and decisions are mandatory for the persons or institutions to which they are addressed.

Article 12 In the framework of the exercise of its missions, the Bank may notably:

1. open in its books cash and financial securities accounts for the benefit of the State, the provinces, the decentralized territorial entities, credit institutions, investment service providers, insurance and reinsurance companies, foreign commercial banks, foreign central banks, national and international financial institutions, foreign States, international organizations, State projects, and legal entities expressly authorized by the Governor;
2. open and maintain cash and financial securities accounts with credit institutions or any other financial establishment, foreign central banks, foreign commercial banks, central securities depositories, and international financial institutions;
3. intervene in financial markets, either by buying or selling outright, spot or forward, or by taking and placing in repurchase agreements, or by lending or borrowing claims or negotiable securities, denominated in the currency it determines;

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4. carry out credit operations with credit institutions based on appropriate guarantees;

5. issue and repurchase its own borrowing titles;

6. take financial securities and precious stones and metals in deposit, handle the collection of securities, and intervene on behalf of others in operations on securities, other financial instruments, or precious metals;

7. carry out operations on interest rate instruments;

8. discount bills of exchange or promissory notes issued in the context of commercial, industrial, or agricultural activities;

9. carry out operations on foreign currencies, gold, or other substances, stones, and precious metals;

10. carry out operations for the placement and financial management of its assets in foreign currencies or other external reserve elements;

11. obtain credit abroad and, for this purpose, provide guarantees;

12. carry out operations relating to regional or international monetary cooperation.

Article 13 In the framework of the execution of its missions defined by this organic law or by other specific laws, the Bank is authorized to maintain cooperation relations and conclude cooperation agreements with foreign central banks, foreign supervisory authorities, foreign financial market surveillance authorities, international institutions, as well as with national authorities in charge of the control of other categories of financial institutions and those in charge of the surveillance of financial markets.

Article 14 Unless contrary conventional provisions, the guarantees required by the Bank from its counterparties in accordance with Article 12 point 4 of this organic law are constituted without express formalities and are enforceable against third parties without registration on a registry. In the event of non-payment, the Bank may realize said guarantees by set-off, appropriation, or sale, without notice and without the intervention of a court, notwithstanding the opening of an insolvency procedure or any other situation of competition among the debtor's creditors.

The proceeds from this realization serve to clear the Bank's claim, in principal, interest, and fees, any balance remaining after clearing returning to the debtor.

The Bank's claims arising from credit operations are privileged by preference over any other claim upon the realization of assets, including securities, precious metals, and currency in account, that the debtor holds with the Bank or an agreed third party.

Article 15 Without prejudice to Article 14 above, currency in account, financial securities, precious metals, and all other assets held with or in the books of the Bank by its counterparties are immune from seizure.

Section 2: Prohibitions

Article 16 Unless contrary provisions to this law, it is prohibited for the Bank to:

1. perform commercial acts that do not fall within its corporate object;
2. accept shares of commercial companies as guarantees;
3. grant loans and advances not covered by an appropriate guarantee, except for the credits referred to in Article 20 of this organic law;
4. guarantee the debts and commitments of the State, the provinces, the decentralized territorial entities, and public enterprises or bodies;
5. acquire real estate that is not intended for its operational needs.

Section 3: Monetary Policy

Article 17 The Bank has the exclusive responsibility for the definition and implementation of monetary policy, determining in full independence its intermediate monetary objectives, instruments, and execution modalities, which it fixes by instruction.

In this framework, the Bank may require credit institutions to maintain or constitute a minimum amount of reserves in its books. To this end, it defines the modalities for constituting said reserves and the sanctions applicable in case of non-compliance by the credit institutions it determines.

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Section 4: Stability of the Financial System

Article 18

The Bank may use its prerogatives provided for by prudential legislations to ensure the solidity of the establishments subject to it and contribute to the stability of the financial system.

To this end, it ensures in particular the detection, evaluation, and monitoring of the various factors and developments likely to affect the stability of the financial system. It formulates recommendations on the measures that the concerned authorities should implement to contribute to the stability of the financial system as a whole.

Article 19

In the report mentioned in Article 76 of this organic law, the Bank gives its annual opinion on the situation of the Congolese financial system for the period elapsed.

Article 20

The Bank may grant special credits or carry out other financial operations, including guarantees, to systemically important credit institutions whose solvency is compromised or which have been subject to an exceptional restructuring measure taken by the Bank.

The decision to grant such credits or carry out other financial operations is taken according to the modalities provided for in the agreement indicated in Article 22 of this law. These credits and operations are concluded in the name of the Bank and for the account of the State. They are guaranteed ex officio by the State in favor of the Bank against any loss.

The Bank strives to cover these credits and operations with appropriate guarantees.

Article 21

In accordance with Article 30 of this law, the Bank may participate in international financial institutions that work for financial stability within the framework of international monetary cooperation.

Article 22

The ministry having Finance in its attributions and the Bank conclude an agreement to define their cooperation and the modalities for the execution of their respective tasks in relation to the stability of the financial system. With their approval, other national authorities may become parties to this agreement.

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Section 5: Regulation of the Money Market and Promotion of Capital Markets

Article 23

The Bank regulates, by instructions, operations on money markets. To this end, it is authorized to determine the entities authorized to issue financial instruments on this market and to fix the rules governing the primary markets relating to these instruments.

Furthermore, the Bank fixes the rules:

1. governing the secondary markets relating to these instruments, notably the criteria and conditions of eligibility of the different participants in these markets;
2. of operation of these markets;
3. relating to operations on these instruments;
4. relating to the settlement of operations on these instruments.

Article 24

The Bank provides its assistance to the development of capital markets.

Section 6: Regulatory and Supervisory Power over Financial Intermediaries

Article 25

The Bank exercises control over credit institutions and other financial intermediaries in accordance with this law and the specific laws governing them.

In the areas of control falling within its competence, the Bank issues instructions in application of legal and regulatory provisions.

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The financial intermediaries referred to in this article are exchange offices, microfinance institutions, companies authorized to provide payment services, central depositories for money market securities, and operators of money market clearing or settlement systems.

Section 7: On the custody of public funds

Article 26

The Bank ensures the custody of public funds under the conditions determined by an agreement signed by it and the State. The latter is represented by the minister responsible for Finance.

The Bank fulfills the functions of custodian of the funds of the provinces, decentralized territorial entities, and public bodies in application of special agreements.

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Section 8: On the Economic and Financial Council of the Government

Article 27

The Bank may, on its own initiative or at the request of the Government, issue opinions or advice on any policy or measure that the Government intends to take in the economic, financial, or monetary domain.

The Governor may take part, in a consultative capacity, in Government meetings during which questions of an economic, financial, or monetary nature are under examination.

Article 28

The Bank is consulted by the Government on any bill or regulation project, and by Parliament on any bill proposal, in matters falling within the Bank's objectives or scope of competence.

Section 9: On statistics and the execution of monetary cooperation agreements

Article 29

The Bank collects data and prepares the statistics necessary for the accomplishment of its missions.

It establishes, in collaboration with the ministry responsible for Finance, the balance of payments and the global external position of the Republic in accordance with international standards.

Article 30

The Bank executes the international monetary cooperation agreements concluded by the State, in accordance with the modalities determined by agreements signed between it and the ministry responsible for Finance. It provides and receives the payment instruments and credits required for the execution of these agreements.

The State guarantees the Bank against any loss and reimbursement of any credit granted by it under such agreements or its participation in agreements or international monetary cooperation operations to which the Bank is a party, with the approval of the Government.

Section 10: On the centralization of credit risks and the execution of public interest missions

Article 31

The Bank maintains a register for the centralization of information on bank credits. In this context, it determines, by means of instructions, the conditions and modalities for access by affiliated institutions and the public to the centralized information.

It may also maintain a file that centralizes information on companies.

The communication of said information by the Bank to affiliated institutions cannot be the subject of prosecution for violation of professional secrecy and/or infringement of rights guaranteed to individuals.

Private legal entities may maintain and manage credit registers under the conditions defined by law. They are subject to the approval and control of the Bank.

Article 32

The Bank may, with the agreement of the Government, under the conditions determined by agreement or by virtue of the law and subject to their compatibility with its monetary stability mission, be charged with the execution of public interest missions.

At the request or with the agreement of the Government, the Bank may provide services on behalf of the Government or on behalf of third parties. These services are remunerated to cover the costs incurred by the Bank.

The Bank may entrust the execution of the public interest missions with which it is charged or which it takes the initiative to one or more distinct legal entities or commercial companies created for this purpose, in which it holds a significant participation.

The Bank is represented at the level of the administrative bodies of these entities by its executives.

It retains, where applicable, the power to regulate the activity and control of these entities.

Chapter 2: ON THE BODIES AND STAFF

Section 1: ON THE BODIES

Article 33

The bodies of the Bank are:

1. The Bank Council;
2. The Governor;
3. The College of Statutory Auditors.

A. On the Bank Council

Article 34

The Bank Council, hereinafter referred to as the Council, is the supreme body of the Bank. It determines the orientation of the Bank's policies, supervises their implementation, and controls its management.

Without prejudice to the other provisions of this organic law, the Council has the following powers:

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1. define the strategic framework of policies in the field of monetary policy, financial stability, exchange rate policy, and other missions of the Bank;

2. adopt general rules on financial asset management;

3. determine the denomination, format, and characteristics of banknotes and coins;

4. approve in advance the agreements to be concluded between the State and the Bank;

5. define the Bank's audit policy;

6. appoint the Auditor General and select external auditors;

7. approve the general organizational chart, the creation, location, and suppression of the Bank's representations in the provinces or abroad;

8. decide on the possible transfer of the registered office to any other location in accordance with Article 5 of this organic law;

9. approve the internal rules and procedures for operation;

10. approve the budget and ensure its proper execution;

11. establish accounting rules, on the advice of the ministry in charge of Finance;

12. approve the annual accounts and the distribution of results in conformity with this organic law;

13. define the staff status, particularly in areas where the provisions of the Labor Code are incompatible with the public service missions entrusted to it by law;

14. adopt the rules governing the procurement by the Bank;

15. adopt the business continuity plan;

16. adopt the opinions issued in application of Article 28 of this organic law and the reports, including that referred to in Article 82 of this organic law;

17. authorize the acquisition and disposal of real estate;

18. adopt its internal regulations.

Article 35 The Council is composed of:

1. one Governor and two Deputy Governors;
2. eight administrators.

Article 36 The Governor and the Deputy Governor are appointed by the President of the Republic, on the proposal of the Government deliberated in the Council of Ministers, for a term of five years renewable once.

Article 37 The President of the Republic appoints the Administrators on the proposal of the Government deliberated in the Council of Ministers following lists of three candidates proposed by:

1. the minister responsible for Finance;
2. the Governor;
3. the academic world;
4. the employers' organizations. The administrators are appointed, under the conditions defined in Article 53 of this law, for a term of five years renewable once. However, the replacement of administrators cannot involve more than three members at the same time. If one of the Administrators cannot exercise their mandate until its end, their replacement is made immediately. The Administrator who replaces them is appointed for a new term.

Article 38 The presidency of the Council is ensured by the Governor. In the event of absence or impediment of the latter, it is ensured by the first Deputy Governor and in the event of absence or impediment of the latter, by the second Deputy Governor. The Council can validly meet only if two-thirds of its members, including at least six Administrators, are present. However, no meeting can be held without the presence of the Governor or, in the event of absence or impediment of the latter, a Deputy Governor. The decisions of the Council are taken by a simple majority of votes. In case of equality, the vote of the President is decisive.

Article 39 The Council meets at least once a month and whenever necessary, upon convocation by the Governor. However, the Governor is required to convene the Council within a period of two days if five members of the Council make a written request. The Internal Regulations determine the conditions and modalities under which recourse may exceptionally be had to a system of interactive telecommunications or to a written procedure. The meetings of the Council are convened by communicating to the members, at least seven calendar days before the date of the meeting, the time of its holding, the place, and the agenda, except in case of urgency or when all members of the Council agree to a convocation within a shorter period.

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Article 40 The Council establishes an Audit Committee within its midst. It may set up any other committee it deems useful.

Section 2: On the Governor Article 41 The Governor directs the Bank and ensures its administration. He prepares and implements the acts of the Council.

Article 42 The Governor has all the powers necessary to ensure the day-to-day management of the Bank. He determines the directives of this management and supervises their implementation. The Governor may, within limits compatible with the main objective of the Bank provided for in Article 9 of this organic law and respect for the prerogatives recognized to the Council by this law, confer special powers on one or more agents. He fixes their duties, remuneration, or possible allowances.

Article 43 The Governor represents the Bank in all its relations and dealings with third parties, including the Government, and in this capacity, has the following powers:

1. sign alone the bills and securities issued by the Bank, the annual reports, balance sheets, and income statements;
2. sign alone the contracts concluded by the Bank, the correspondence, and other documents of the Bank;
3. sign in accordance with the status of the Bank's agents, the acts of engagement, promotion, and dismissal of personnel;
4. exercise disciplinary power in accordance with the status of agents;
5. represent the Bank in court;
6. ensure the execution of the Council's decisions;
7. delegate, according to the modalities he determines, the powers conferred upon him under the provisions of points 2, 4, and 5 of this paragraph.

He keeps the Council regularly informed, at least once a quarter, of the evolution of the country's monetary situation and the movement of the Bank's balance sheet items. Without prejudice to the provisions of Articles 41 and 42 of this organic law, he submits to the approval of the Council the projects of acts he deems necessary for the accomplishment of the mission and policy of the Bank.

Article 44 In the event of absence or impediment of the Governor, he is replaced by the first Deputy Governor, and the latter is in turn replaced by the 2nd Deputy Governor.

Article 45 The Governor and the Deputy Governor may not, during their term of office and for one year after the end of that term, exercise any function in a commercial company or in a public body having an industrial, commercial, or financial activity. They are entitled to the full amount of their salary during the year following the end of their term of office unless they accept another paid public function and except in case of dismissal for serious misconduct.

Article 46 In the exercise of his functions, the Governor is assisted by a Management Committee regarding:

1. the implementation of the Bank's monetary policy;
2. the granting of special credits referred to in Article 20 of this organic law;
3. decisions regarding the approval of credit institutions and other financial establishments subject to the Bank's control and the taking of any measure, sanction, order, or decision under the relevant control legislations;
4. the issuance of instructions;
5. the adoption of the budget and the annual accounts;
6. the appointments and promotions of personnel;
7. the organization of the supplementary retirement scheme for personnel. The Management Committee is composed of the Governor, one Deputy Governor, and senior officials of the Bank designated by the Governor. The organization and functioning of the Management Committee are fixed by the Council.

Section 3: On the College of Statutory Auditors Article 47 The College of Statutory Auditors ensures the control of the Bank's financial operations. It is composed of three persons registered on the roll of the Order of Chartered Accountants.

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Article 48 The Statutory Auditors are appointed and, where applicable, removed from their functions by the Prime Minister, on the proposal of the minister responsible for Finance deliberated in the Council of Ministers. The duration of their term is three years renewable once. They cannot individually take any decision.

Article 49 The Statutory Auditors have, as a college or separately, a right to verify all management acts of the Bank. To this end, they have the right to verify the books, cash registers, portfolio, and securities of the Bank, to control the regularity and sincerity of the inventories, and to certify the financial statements. They may take knowledge without moving them, of the correspondence, minutes, and generally all documents and all writings of the Bank.

Article 50 The College of Statutory Auditors must submit to the President of the Republic, Parliament, the Government, and the Bank Council, in the form of reports, the results of the missions accomplished or requested by the Bank with the proposals he deems useful.

Article 51 The Statutory Auditors receive, at the charge of the Bank, an allowance fixed by decree of the Prime Minister deliberated in the Council of Ministers, on the proposal of the minister responsible for Finance.

CHAPTER 2: COMMON RULES FOR THE BODIES

Article 52 The mandate within a body of the Bank is incompatible with the following mandates, functions, or statuses:

1. elective mandate;
2. member of the Government, the judiciary, the provincial government, or the executive of a decentralized territorial entity;
3. member of the cabinets of the President of the Republic, the President of the National Assembly, the President of the Senate, the Prime Minister, the ministers, and generally any political or administrative authority of the State;
4. employee in a public enterprise or in a mixed-economy company;
5. member of the armed forces, the national police, and security services;
6. career agent of the State's public services;
7. agent or employee in an industrial, commercial, or financial company;
8. merchant;
9. responsibility within a political party;
10. member of the Court of Auditors;
11. member of a democracy support institution;
12. member of the Economic and Social Council;
13. member of the National Equalization Fund;
14. member of a public body.

Article 53 The persons eligible to be members of the Council must be personalities of Congolese nationality, enjoying moral integrity and recognized for their competence and experience in economic, financial, banking, monetary, or legal matters.

Article 54 No one can be a member of the Council if he:

1. is recognized guilty of a serious breach of the legislation and regulations in force in the country;
2. is sentenced to a penalty likely to affect his honor and the reputation of the Bank;
3. presents a physical or mental incapacity likely to alter the proper exercise of the mandate.

Article 55 No member of the Council may sit or deliberate on a file in which he has a personal interest of any nature likely to influence the decisions of the Council. Any member of the Council must disclose to the latter the entirety of his assets, including commercial, financial, industrial, or other interests held by himself or his family, likely to conflict with the proper exercise of the Bank's missions. The Internal Regulations define the scope and practical modalities of these obligations.

Article 56 The members of the Council receive attendance fees, and if applicable, travel allowances or other benefits fixed by the President of the Republic, on the proposal of the Government deliberated in the Council of Ministers, in accordance with market standards.

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In addition to the rights and benefits provided for in the preceding paragraph, the Governor and the Deputy Governors receive a salary whose amount is fixed by the President of the Republic, on the proposal of the Government deliberated in the Council of Ministers.

In determining these elements, account is taken notably of practices in the central banks of countries in the sub-region and national specificities.

Article 57

The functions of the members of the Council end by the expiration of the term, dismissal, resignation, death, or of right in case of non-compliance with the incompatibilities provided for in Article 52 of this law.

The members of the Council cannot be dismissed from their functions before the expiration of their term except for:

1. serious breach of the provisions of this organic law;

2. serious professional misconduct in the exercise of their functions;

3. conviction likely to affect their honor and the reputation of the Bank;

4. status as debtors in insolvency proceedings;

5. physical or mental incapacity likely to alter the proper exercise of the mandate.

The members of the Council are dismissed by the President of the Republic, the Council of Ministers heard. The dismissed member of the Council may request the annulment of this decision for non-compliance with the provisions provided for in paragraph 2 of this article, before the Council of State.

CHAPTER 3: ON STAFF

Article 58

The Bank Council determines the staff status in accordance with Article 34 point 13 of this organic law.

The staff status sets the conditions for recruitment, career, position of agents, grades, promotion rules, remuneration, social benefits, disciplinary regime, avenues of appeal, conditions for cessation of service, conditions for admission to retirement, as well as the benefits related thereto.

Matters not covered in the preceding paragraph are governed by the Labor Code and legislation on social security.

The staff of the Bank adheres to the supplementary retirement scheme under the conditions defined by the status of agents.

CHAPTER 4: ON PROFESSIONAL SECRECY AND EXCHANGE OF INFORMATION

Article 59

The members of the Bank's bodies and its staff are subject to professional secrecy. They cannot disclose confidential information of which they have knowledge in the context of their functions under penalty of sanctions provided for in the Congolese Penal Code.

However, the Bank may communicate confidential information in the following cases:

1. the communication is provided for or authorized by law;

2. testimony in court in criminal matters;

3. reporting criminal offenses to judicial authorities;

4. administrative or judicial appeals against acts or decisions of the Bank and in the context of any other instance in which the Bank is a party;

5. publication in a summary or abbreviated form such that individual natural or legal persons cannot be identified.

The Bank may make public the decision to report criminal offenses to judicial authorities.

Article 60

Without prejudice to the provisions of Article 59 of this organic law, the Bank may also, in the framework of the cooperation agreements referred to in Article 15 of this organic law, communicate confidential information to foreign central banks, foreign supervisory authorities, foreign financial market surveillance authorities, international institutions, as well as to national authorities in charge of the control of other categories of financial establishments and those in charge of the surveillance of financial markets, provided that they are intended for the accomplishment of the missions of the authorities or institutions that are the recipients and that the information is covered in their hands by a duty of professional secrecy.

Furthermore, in the framework of the application of Article 22 of this organic law, the Bank may share confidential information with the ministry responsible for Finance.

The minister responsible for Finance and the officials are subject to the professional secrecy referred to in Article 59 above and cannot disclose confidential information of which they have knowledge by reason of their function, nor use it for personal purposes under penalty of sanctions provided for in Article 72 of the Congolese Penal Code, Book II.

28 December 2018 Official Journal of the Democratic Republic of Congo First part – special no.

TITLE III: ON OPERATION

Chapter 1st: ON THE MONETARY UNIT AND EMISSION

Article 61

The monetary unit of the Democratic Republic of the Congo is the Congolese franc, in acronym FC.

The banknotes and coins issued by the Bank have legal tender and discharge power throughout the entire Congolese territory. They must be accepted at their face value in payment of any public or private debt.

Article 62

In the case of payment in banknotes and coins, it is up to the debtor to make change.

Article 63

The Bank is the only entity authorized, on national territory, to issue banknotes and coins having legal tender. It is invested with perpetual intellectual property rights on these banknotes and coins.

The Bank ensures the maintenance of fiduciary money and manages the good quality of its circulation throughout the entire national territory.

The Bank may, by notice published in the Official Journal of the Democratic Republic of Congo and in other widely circulated publications, declare that certain banknotes or coins cease to have legal tender status from a determined date.

The Bank remains obliged to ensure, within a period of three years, their exchange at its counters for other banknotes or coins having legal tender status.

By derogation from Article 658 of Book III Title XII of the Congolese Civil Code, the right of claim is not applicable to banknotes and coins having legal tender status on the territory of the Democratic Republic of Congo, when the possessor is in good faith.

Any other provision relating to lost or stolen bearer instruments is also not applicable to banknotes having legal tender status.

Chapter 2: RELATIONS WITH THE GOVERNMENT

Article 64

The Bank maintains relations with the Government, primarily through the ministry having finance within its purview.

Without prejudice to Article 59 above, the Bank communicates in this context any useful information regarding economic, monetary, and financial matters.

Article 65

The minister having finance within his purview keeps the Bank informed of all external borrowing projects of the State.

He consults with the Bank whenever the Bank considers that these borrowings risk undermining the effectiveness of monetary policy.

Article 66

The minister having finance within his purview may request:

1. from the Council reports on the Bank's control;
2. from the College of Statutory Auditors reports relating to management control and certification of financial statements;
3. from the Bank's external auditors specific audits.

Article 67

It is prohibited for the Bank to grant advances or any other type of credit to the central government, the province, and decentralized territorial entities as well as to public bodies or enterprises.

The direct acquisition of instruments of their debt by the Bank is also prohibited.

The provisions of paragraphs 1 and 2 do not apply:

1. to public credit institutions which, in the context of the provision of liquidity by the Bank, benefit from the same treatment as private credit institutions;
2. to the recapitalization of the Bank pursuant to Article 93 of this organic law.

Article 68

Any claim of the Bank against the State that is not incorporated into a bond or other negotiable instrument for which there is an effective secondary market is remunerated according to the terms fixed in an agreement between the two parties.

Chapter 3: EXCHANGE RATE POLICY AND OFFICIAL FOREIGN EXCHANGE RESERVES

Article 69

The Bank is responsible for implementing exchange rate policy and drafting exchange rate regulations.

28 December 2018 Official Journal of the Democratic Republic of Congo First Part – special issue

Article 70 The Bank holds and manages the State's official foreign exchange reserves. In its foreign exchange reserve management strategy, it applies criteria of security, liquidity, and yield, in that order of priority.

Chapter 4: PAYMENT, CLEARING, AND SETTLEMENT SYSTEMS

Article 71 The Bank ensures the promotion, security, efficiency, and solidity of payment, clearing, and settlement systems. To this end, it has the power to regulate, approve, and supervise payment, clearing, and settlement systems, as well as the issuance of payment instruments.

Article 72 The Bank is authorized, within the framework of its mission provided for in Article 71 of this organic law, to grant facilities, including intraday credits, in order to promote the proper functioning of the payment, clearing, and settlement system.

Chapter 5: CONTROL, AUDIT, AND TRANSPARENCY

Section 1: Control and Audit Committee

Article 73 The Council supervises control and audit activities within the Bank. To this end, it establishes an Audit Committee to assist it.

Article 74 The Audit Committee is composed of three administrators appointed by the Council for a five-year term renewable once. The Council designates the president of this Committee. Members of the Audit Committee benefit from a attendance fee fixed by the Council. The organization and functioning of the Audit Committee are fixed by the Council's Internal Regulations.

Article 75 The Audit Committee's mission includes notably:

1. assisting the Council in the execution of its responsibilities regarding control and audit;
2. authorizing audit missions across all services of the Bank and on any subject, without any limitation;
3. participating in the recruitment of internal auditors and the selection of external auditors;
4. contributing to the resolution of any dispute that may arise between the Governor and the external auditor regarding financial information;
5. inviting certain Bank staff members, external auditors, or other persons likely to provide relevant information as needed, to participate in its meetings.

Section 2: External Audit

Article 76 Without prejudice to the provisions of Article 49 of this organic law, the Bank's annual accounts are audited and certified by an external auditor before their approval by the Council.

Article 77 The external auditor is selected by the Council following an international call for tenders, among internationally renowned audit firms demonstrating recognized experience in auditing financial institutions or central banks. The external auditor serves for a period of three years. Their mandate may be renewed once.

Article 78 The external auditor has a right of verification on all acts and management procedures of the Bank. They have the right to verify the books, cash, portfolio, and assets of the Bank and to control the regularity and sincerity of inventories. They review, without moving them, the correspondence, minutes, and all documents as well as all accounting entries.

Section 3: Internal Audit

Article 79 The Bank sets up a structure responsible for internal audit. The missions, powers, and responsibilities of internal audit are defined in an audit charter approved by the Council. In the exercise of its missions, internal audit has access, without any restriction, to hierarchical managers, Bank staff members, and all relevant information necessary for the realization of its missions.

28 December 2018 Official Journal of the Democratic Republic of Congo First Part – special issue

Internal audit is placed under the responsibility of the Audit Committee.

Article 80

The head of internal audit is appointed by the Council among the Bank's executives on the advice of the Audit Committee.

They must demonstrate proven experience in the field of internal control, management, accounting, finance, or law.

Notwithstanding their functional attachment to the Audit Committee, their professional status remains subject to the status of agents.

Section 4: Responsibility and Transparency

Article 81

The Bank is responsible to the Government, to whom it regularly reports on the execution of its missions.

The Government answers to Parliament for questions related to the exercise of the Bank's missions whenever necessary.

Article 82

The Bank publishes annually a report on the economic, financial, and monetary situation of the country as well as on its activities.

Article 83

Within four months following the end of the accounting year, the annual accounts certified by the College of Statutory Auditors and by an external auditor are approved by the Council and communicated to the President of the Republic, Parliament, and the Government. They are published in the Official Journal and on the Bank's website.

The published annual accounts will be accompanied by a report in which the Bank provides all information elements on its activity and management during the past fiscal year.

Article 84

The Bank is subject to the control of Parliament and the Court of Auditors.

Article 85

The Bank may conduct an open consultation regarding the instructions it intends to adopt. To this end, it publishes a consultative note on its website to collect opinions from interested parties.

Article 86

Without prejudice to the provisions of Article 59 of this organic law, the Bank's administrative acts must be formally motivated, consisting of the indication, in the act, of the considerations serving as the basis for the decision.

Chapter 6: ACCOUNTING AND FINANCIAL ORGANIZATION

Article 87

The Bank's accounting year begins on January 1 and ends on December 31 of each year.

Article 88

The Bank's accounting rules established in accordance with internationally accepted accounting principles are approved by the Council on the advice of the minister having finance within his purview.

After prior certification by the external auditor and by the College of Statutory Auditors, the Bank's annual accounts and the distribution of results are approved by the Council in conformity with this organic law.

Article 89

The total amount of the Bank's own funds must represent at least ten percent of its profitable assets.

The Bank's own funds consist of share capital, general and special reserves, retained earnings, and revaluation accounts mentioned in Article 92 of this organic law.

Article 90

In the event of a profit and as long as the total of own funds is less than ten percent of the Bank's profitable assets, the entire result is allocated to the general reserve.

Once this ten percent ratio is reached, twenty percent of the profit is allocated to the general reserve. On the remainder, the Council may decide to allocate determined amounts to the special reserve.

The balance is entirely paid into the Treasury's current account.

Article 91

In the event of a deficit, the loss is amortized by imputation on special reserves. If these do not allow for full amortization of the loss, the remainder is imputed to the general reserve.

Article 92

The revaluation accounts referred to in Article 89 of this organic law consist notably of:

28 December 2018 Official Journal of the Democratic Republic of Congo First Part – special issue

1. revaluation of fixed assets;
2. revaluation of financial instruments;
3. actuarial differences on staff commitments;
4. revaluation of official foreign exchange reserves.

Notwithstanding the provisions of Article 90 of this organic law, gains resulting from the revaluation of official foreign exchange reserves can in no case be paid to the Treasury. They are first recognized in profit and then presented among own funds.

The accounting rules provided for in the previous paragraph apply mutatis mutandis to losses.

Article 93

When the total of own funds is less than five percent of the Bank's profitable assets, or if this total is less than ten percent for three consecutive years, the shortfall must be covered by the State which must then, within six months of the closing of the relevant accounting year, recapitalize the Bank for an amount that brings its own funds to a minimum of ten percent of its profitable assets.

In the event that, for budgetary reasons, the State is unable to meet this immediately, it proceeds, by derogation from Article 67 of this organic law, to the issuance of additional five-year bonds subscribed by the Bank. These bonds will carry the same interest rate and coupon as those of the last issue effectively subscribed by the public.

Article 94

When the State does not issue five-year bonds, the recapitalization pursuant to Article 93, paragraph 2 above, may take the form of an issuance of promissory notes in favor of the Bank. The promissory notes thus issued are remunerated in accordance with Article 68 of this organic law.

Article 95

When the State issues five-year bonds, and by derogation from Article 67 of this organic law, and for each new issuance of five-year Treasury bonds, the Bank may subscribe an equivalent amount of securities under the same conditions, by converting its claims against the State, up to the settlement of these claims.

These securities are negotiable under the same conditions as other bonds and can be used by the Bank on the money market.

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TITLE IV: PENAL AND SPECIAL PROVISIONS

Chapter 1: PENAL PROVISIONS

Article 96

Anyone who, with the aim of harming or influencing another person to harm the independence of the Bank, gives instructions, directives, or injunctions to the members of its organs is punishable by one month to two years of penal servitude and a fine of 10,000,000 to 100,000,000 FC or one of these penalties only.

Article 97

Anyone who, without valid reason, refuses to receive coins or banknotes having legal tender status in the Democratic Republic of Congo is punishable by one to six months of penal servitude and a fine of 10,000 to 100,000 FC or one of these penalties only.

A valid reason constitutes the refusal to accept a banknote or coins having legal tender status based on:

1. the presumption of counterfeiting of the banknote;
2. payment in banknotes of a high face value cut-off as fixed by a Bank instruction, the debtor being unable to make change in accordance with Article 61 of this organic law;
3. payment in coins of a debt exceeding the amount fixed by a Bank instruction;
4. the mutilated or deteriorated state of banknotes rendering them unfit for circulation under conditions defined by the Bank.

Article 98

Anyone who incites another to refuse to receive coins or banknotes having legal tender status in the Democratic Republic of Congo is punishable by a penalty of one month to one year of penal servitude and a fine of 1,000,000 to 10,000,000 FC or one of these penalties only.

28 December 2018 Official Journal of the Democratic Republic of Congo First Part – special issue

Article 99 Without prejudice to the provisions of Article 62 of this law, anyone who refuses to receive coins or banknotes having legal tender status in the Democratic Republic of Congo is punishable by one to six months of penal servitude and a fine of 10,000 to 100,000 FC or one of these penalties only.

Chapter 2: SPECIAL PROVISIONS

Article 100 The Court of Appeal has jurisdiction over offenses committed by members of the Bank's Council in the context of their functions. They are indicted by the Government.

Article 101 The Council of State has jurisdiction over appeals filed against acts and decisions of the Bank taken in the context of the exercise of its missions.

TITLE V: TRANSITIONAL, REPEALING, AND FINAL PROVISIONS

Article 102 The members of the Bank's organs currently in place assume their functions until the end of their terms.

Article 103 Measures, sanctions, orders, or decisions of the Bank pursuant to Law No. 005/2002 of May 7, 2002, relating to the constitution, organization, and functioning of the Central Bank of the Congo remain in effect until their repeal pursuant to this organic law. Pending the implementation of the provisions of Article 88 of this organic law, the accounting rules applicable to the Bank pursuant to Law No. 005/2002 of May 7, 2002, relating to the constitution, organization, and functioning of the Central Bank of the Congo remain in effect.

Article 104 Without prejudice to Articles 102 and 103 above, Law No. 005/2002 of May 7, 2002, relating to the constitution, organization, and functioning of the Central Bank of the Congo, as well as all previous provisions contrary to this law, are repealed.

Article 105 This organic law enters into force thirty days after its promulgation.

Done in Kinshasa, on December 13, 2018 Joseph KABILA KABANGE

OFFICIAL JOURNAL

of the Democratic Republic of Congo Office of the President of the Republic

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Subscription, Purchase, and Insertion Conditions

Subscription requests as well as those for the purchase of separate issues must be addressed to the Official Journal Service, Office of the President of the Republic, P.O. Box 4117, Kinshasa 2.

The amounts corresponding to the price of the subscription, the issue, and paid insertions are paid according to the mode of payment of sums due to the State.

Any acts and documents to be inserted in the Official Journal must be sent to the Official Journal of the Democratic Republic of Congo, in Kinshasa/Gombe, Colonel Lukusa Avenue No. 7, either by the Court Clerk if it concerns acts or documents whose law prescribes publication by its means, or by the interested parties if it concerns acts or documents whose publication is made at their diligence.

Subscriptions are annual; they commence on January 1 and are renewable no later than December 1 of the year preceding that to which they relate.

Any claim regarding the subscription or insertions must be addressed to the Official Journal Service, P.O. Box 4117, Kinshasa 2.

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Missions of the Official Journal

Pursuant to Articles 3 and 4 of Decree No. 046-A/2003 of March 28, 2003, establishing, organizing, and functioning of a specialized service named "Official Journal of the Democratic Republic of Congo," abbreviated "J.O.R.D.C.", the Official Journal has the following missions:

1°) the publication and dissemination of legislative and regulatory texts taken by Competent Authorities in accordance with the Constitution;

2°) the publication and dissemination of procedural acts, company acts, association acts, and protests, political parties, industrial designs and models, trademarks of manufacture, commerce, and service, as well as any other act covered by the law;

3°) the updating and coordination of legislative and regulatory texts.

It maintains a file constituting a legal database.

The Official Journal is the custodian of all documents printed by its means and ensures their dissemination under conditions determined in agreement with the Director of the Cabinet of the President of the Republic.

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The Subdivision of the Official Journal

Subdivided into four Parts, the Official Journal is the official bulletin that publishes:

in its First Part (bimonthly):

• legal and regulatory texts of the Democratic Republic of Congo (Laws, Ordinance-Laws, Ordinances, Decrees, and Ministerial Orders…);
• procedural acts (summonses, citations, notifications, petitions, judgments, rulings…);
• announcements and notices.

in its Second Part (bimonthly):

• company acts (statutes, minutes of General Meetings);
• associations (statutes, decisions, and declarations);
• protests;
• statutes of political parties.

in its Third Part (quarterly):

• patents;
• industrial designs and models;
• trademarks of manufacture, commerce, and service.

in its Fourth Part (annual):

• chronological and analytical tables of the acts contained respectively in the First and Second Parts;

special issues (occasional):

• highly sought-after legal and regulatory texts.

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E-mail: journalofficielrdc@gmail.com Sites: www.journalofficiel.cd www.glin.gov Legal Deposit No. Y 3.0380-57132