2013-04-19
Added · Updated
Notice No. 1/13 establishes corporate governance obligations for financial institutions authorized by the Banco Nacional de Angola, covering capital structure, risk management, organizational structure, remuneration policies, and conflict of interest prevention. The regulation defines key terms such as executive and independent administrators, qualified participations, and related parties, and mandates the implementation of specific governance models, internal control systems, and transparency disclosures. It requires administrative bodies to consist of an odd number of members with relevant expertise, establishes rules for executive committees and delegation of competencies, and sets forth principles for remuneration and conduct codes.
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Subject
Regulates the obligations of financial institutions regarding corporate governance concerning capital structure, strategy, corporate organizational model, transparency of organic and capital structures, risk management policies and processes, remuneration policy, and conflicts of interest.
Index
CHAPTER I General Provisions ...........................................................................................2
Article 1.º (Scope)......................................................................................................................2
Article 2.º (Object).....................................................................................................................2
Article 3.º (Definitions).................................................................................................................2
Article 4.º (General Principles).......................................................................................................4
Article 5.º (Corporate Governance Model) .................................................................................5
CHAPTER II Capital Structure and Strategy and Risk Management.........................................5
Article 6.º (Capital Structure)..................................................................................................5
Article 7.º (Strategy and Risk Management) ....................................................................................6
CHAPTER III Organizational Structure................................................................................6
Article 8.º (Organization Model) ...........................................................................................6
Article 9.º (Administrative Body)...........................................................................................7
Article 10.º (Executive Committee) ................................................................................................8
Article 11.º (Supervisory Body) .............................................................................................9
Article 12.º (Delegation of Competencies) ..................................................................................9
Article 13.º (Internal Control System) ................................................................................10
Article 14.º (Risk Management)................................................................................................10
Article 15.º (Appointment, Evaluation and Remuneration of Employees) ...................................11
CHAPTER IV Remuneration Policy .............................................................................11
Article 16.º (Principles of Remuneration Policy) ................................................................11
ARTIGO 17.º (Remuneration of Members of the Social Bodies)...............................................12
Article 18.º (Remuneration of Employees) ........................................................................12
CHAPTER V Code of Conduct and Conflicts of Interests.................................................13
Article 19.º (Code of Conduct)...............................................................................................13
Article 20.º (Conflicts of Interests) .........................................................................................13
CHAPTER VI Transparency and Information Disclosure ..................................................14
Article 21.º (Transparency of Corporate Structure) ............................................................14
Article 22.º (Information Disclosure)....................................................................................15
CHAPTER VII Information Provision ............................................................................16
Article 23.º (Corporate Governance Reports) ................................................................16
Article 24.º (Instructional) ..............................................................................................................16
CHAPTER VIII Sanctioning Regime ................................................................................16
Article 25.º (Sanctions) ................................................................................................................16
CHAPTER IX Final Provisions ........................................................................................16
Article 26.º (Transitional Provision) ..........................................................................................16
Article 27.º (Regulation) .............................................................................................................17
Article 28.º (Doubts and Omissions)..............................................................................................17
Article 29.º (Entry into Force)..................................................................................................17
Content of the Instrument
Considering the importance of having solid principles of corporate governance in financial institutions supervised by the Banco Nacional de Angola, allowing the adequate regulatory framework for matters relating to capital structure, strategy, corporate organizational model, transparency of organic and capital structures, risk management policies and processes, remuneration policy, and conflicts of interest; The present Notice establishes the policies and processes that financial institutions must institute within the scope of corporate governance; Pursuant to the provisions contained in the Law of the Banco Nacional de Angola and the Law of Financial Institutions, I determine:
CHAPTER I GENERAL PROVISIONS
Article 1.º (Scope)
Article 2.º (Object)
The present Notice aims to regulate the obligations of financial institutions within the scope of corporate governance.
Article 3.º (Definitions)
Without prejudice to the definitions established in the Law of Financial Institutions, for the purposes of this Notice, the following are understood:
"Executive Administrator": member of the administrative body with responsibilities in daily routine management, without prejudice to the global attributions inherent to their position;
"Independent Administrator": member of the administrative body who exercises their functions with independence;
"Ultimate Beneficiary": entity with the true economic interest in the holding of an asset, possessing its final control, or in the realization of a transaction.
"Conflicts of Interests": situation in which partners or shareholders, members of the social bodies, or employees have their own interests in a relationship of the institution with third parties, from which they expect to obtain benefits;
"Parent Company": the legal person that exercises a relationship of dominance over another legal person, designated as a subsidiary, when one of the following situations occurs:
a)- financial institutions authorized by the Banco Nacional de Angola; b)- management companies of social holdings subject to the supervision of the Banco Nacional de Angola pursuant to the provisions of the Law of Financial Institutions.
"Daily Routine Management": set of decisions, taken on a daily and recurrent basis, on matters concerning the administration of the financial institution, excluding those relating to the definition of business strategy, organic and functional structure, disclosure of legally or statutorily provided information, and relevant operations based on their amount, associated risk, or special characteristics;
"Corporate Governance": set of relationships, policies, and processes, involving partners or shareholders, the social bodies, and employees of the financial institution in articulation with supervisory bodies, external auditors, and other agents of the financial markets, with the aim of achieving strategic objectives, promoting organizational transparency, and carrying out control and supervision of the institutions, specifying, for this purpose, the functions committed to the various organic units and the competencies, responsibilities, and level of authority of the various participants in the institutions;
"Financial Group": set of resident and non-resident companies possessing the nature of banking and non-banking financial institutions, with the exception of financial institutions linked to insurance and social security activities, in which there is a relationship of dominance by a parent company supervised by the Banco Nacional de Angola over the other companies comprising it;
"Independence": capacity to make value judgments and take decisions on the policies and processes of the financial institution without the influence of daily routine management and external interests contrary to the objectives of the financial institution. It is considered that a member of the administrative body does not meet the independence requirements if any of the following situations occur:
a)- has (or had in the last twelve months) a position of executive administrator in the institution; b)- provides (or provided in the last twelve months) services to the institution; c)- holds (or represents a holder of) a qualified participation in the capital of the institution, or participation, greater than 2%, which allows, in the understanding of the Banco Nacional de Angola, to exercise significant influence on the institution; d)- receives a remuneration of variable component granted by the institution; e)- performs functions in the social bodies of another company, without there having been a formal process of investigation of possible conflicts of interest; f)- has a relationship of spouse, descendant, or ascendant, of first and second degree, with a person covered by at least one of the situations provided for in letters a) to e) of this number; and g)- is covered by at least one of the situations referred to in letters a) to d) and f) in a company that is in a relationship of dominance or group with that in which it is a member of the administrative body.
"Administrative Body": person or set of persons, elected by partners or shareholders, tasked with representing the company, deliberating on all matters, and practicing all acts for the realization of its corporate object. It includes, notably, the managers of limited liability companies and the members of the Board of Directors provided for in the Law of Commercial Companies;
"Social Bodies": the board of the General Meeting and the administrative and supervisory bodies, as provided for in the Law of Commercial Companies;
"Related Parties": partners or shareholders with qualified participations, entities belonging to the economic group within the meaning provided for in Notice No. 14/07, of September 28, on consolidation for accounting purposes, or persons with a relationship of spouse, descendant, or ascendant, of first and second degree, with members of the administrative and supervisory bodies of financial institutions, considered directly or as ultimate beneficiaries of the transactions or assets;
"Qualified Participation": "qualified participation" as defined in the Law of Financial Institutions;
"Portfolio": attribution to a member of the executive administrative body of specific functions or superintendence of structure units, without prejudice to the responsibilities committed to the administrative body;
"Remuneration Policy": set of policies and processes intended to establish the criteria, periodicity, responsible parties for performance evaluation, and the form, structure, and conditions of payment of remunerations;
"Relationship of Dominance or Group": "relationship of dominance" as defined in the Law of Financial Institutions; and
"Remuneration": set of economic benefits attributed to members of the social bodies and employees of an institution, as consideration for services rendered, which may be periodic or non-periodic, fixed or variable, monetary or non-monetary, including, notably, salaries, performance bonuses, and pension liabilities.
Article 4.º (General Principles)
Article 5.º (Corporate Governance Model)
Institutions must define, implement, and periodically review their corporate governance model, including capital structure, business strategy, risk management policies and processes, organic units and structures, and policies applied, notably:
a)- the remuneration policy; b)- the policy to avoid conflicts of interest; and c)- the transparency and information disclosure policy.
CHAPTER II CAPITAL STRUCTURE AND STRATEGY AND RISK MANAGEMENT
Article 6.º (Capital Structure)
Article 7.º (Strategy and Risk Management)
The corporate governance model in force in institutions must allow for the correct definition, implementation, monitoring, and review of its internal control system, notably of the business strategy and risk management policies and processes.
CHAPTER III ORGANIZATIONAL STRUCTURE
Article 8.º (Organization Model)
Article 9.º (Administrative Body)
The administrative body must be constituted by an odd number of members fixed by the company's statutes.
The number of members referred to in paragraph 1 must be sufficient, considering the size, nature, and economic situation of the institution, with availability for the exercise of the function, and must possess:
a)- relevant professional or business experience, preferably obtained in the financial system; b)- high ethical and integrity standards; c)- understanding of the global responsibilities of the body to which they belong and those committed to each of their members; d)- deep knowledge of the activity developed and the risks assumed by the institution where they perform their functions; e)- capacity to read and analyze the information made available to them, which may originate internally or externally and possess accounting or management nature.
The administrative body must institute a regulation regarding its functioning, duly formalized, including, notably:
a)- the responsibilities committed to the body; b)- the rules for:
i. the periodicity of meetings, their convocation, the prior availability of topics for debate, and the presidency of the work;
ii. the formalization of decisions in minutes and the archiving of supporting documents for decisions, including information of an accounting or management nature; and
iii. the delimitation of competencies within the assignment of portfolios.
The administrative body must, in its action, consider the interests of the partners or shareholders and employees of the institution, as well as those of supervisors, clients, notably depositors, and the general public, contributing to the stability of the Angolan financial system. In this context, it must define, formalize, implement, and periodically review:
a)- the business strategy; b)- the organic and functional structure; c)- the relationships, policies, and processes of authority, delegation of competencies, communication, and information provision; d)- the criteria for classifying relevant operations, considering the amount, associated risk, or special characteristics; e)- the policies and processes related to:
i. risk and compliance management;
ii. employee remuneration;
iii. ethics, integrity, and professionalism;
iv. transactions with related parties;
v. prevention of conflicts of interest; and
vi. prevention and detection of suspicious operations of criminal activities or fraud situations.
In the context of adopting a formally instituted executive committee, non-executive administrators, integrating at least one (1) independent member, are oriented towards the control and evaluation of the performance of the executive committee, in accordance with the provisions of the Law of Commercial Companies, and on matters relating to business strategy, organic and functional structure, disclosure of legally or statutorily provided information, and relevant operations based on their amount, associated risk, or special characteristics, focusing on:
a)- ensuring that executive members carry out daily routine management in a sound, prudent, and effective manner; b)- providing an independent opinion in the decision-making process; c)- participating in the definition and monitoring of business strategy; d)- analyzing and discussing the reports produced by the key functions of the internal control system, namely internal audit, compliance, and risk management; e)- supervising the disclosure process of
Article 10.º (Executive Committee)
Article 11.º (Supervisory Body)
Article 12.º (Delegation of Competencies)
Article 13.º (Internal Control System)
Article 14.º (Risk Management)
Article 15.º (Appointment, Evaluation and Remuneration of Employees)
CHAPTER IV REMUNERATION POLICY
Article 16.º (Principles of Remuneration Policy)
ARTIGO 17.º (Remuneration of Members of the Social Bodies)
Article 18.º (Remuneration of Employees)
CHAPTER V CODE OF CONDUCT AND CONFLICTS OF INTERESTS
Article 19.º (Code of Conduct)
Article 20.º (Conflicts of Interests)
CHAPTER VI TRANSPARENCY AND INFORMATION DISCLOSURE
Article 21.º (Transparency of Corporate Structure)
Article 22.º (Information Disclosure)
CHAPTER VII INFORMATION PROVISION
Article 23.º (Corporate Governance Reports)
Article 24.º (Instructional)
CHAPTER VIII SANCTIONING REGIME
Article 25.º (Sanctions)
CHAPTER IX FINAL PROVISIONS
Article 26.º (Transitional Provision)
Article 27.º (Regulation)
Article 28.º (Doubts and Omissions)
Article 29.º (Entry into Force)
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