2013-04-19

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Notice No. 1/13 of April 19 on Corporate Governance Obligations of Financial Institutions

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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Notice No. 1/13 of April 19 Banco Nacional de Angola Published in the I Series of the Official Gazette No. 073 of April 19, 2013 Page 1 of 15

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

Notice No. 1/13 of April 19 Banco Nacional de Angola Published in the I Series of the Official Gazette No. 073 of April 19, 2013 Page 2 of 15

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)

  1. The provisions contained in this Notice apply to financial institutions authorized by the Banco Nacional de Angola, under the terms and conditions provided for in the Law of Financial Institutions, hereinafter abbreviated as institutions.
  2. Also covered by the provisions of this Notice are the 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.

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:

  1. "Executive Administrator": member of the administrative body with responsibilities in daily routine management, without prejudice to the global attributions inherent to their position;
  2. "Independent Administrator": member of the administrative body who exercises their functions with independence;
  3. "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.
  4. "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;
  5. "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.
  6. "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;
  7. "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;
  8. "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;
  9. "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.
  10. "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;
  11. "Social Bodies": the board of the General Meeting and the administrative and supervisory bodies, as provided for in the Law of Commercial Companies;
  12. "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;

Notice No. 1/13 of April 19 Banco Nacional de Angola Published in the I Series of the Official Gazette No. 073 of April 19, 2013 Page 3 of 15

  1. "Qualified Participation": "qualified participation" as defined in the Law of Financial Institutions;
  2. "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;
  3. "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;
  4. "Relationship of Dominance or Group": "relationship of dominance" as defined in the Law of Financial Institutions; and
  5. "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)

  1. Corporate governance must be adapted to the size, nature, and complexity of the institutions' activities.
  2. The social bodies and entities or bodies with delegated competencies, provided for in Article 12 of this Notice, must: a)- meet at formally defined periodicities, without prejudice to extraordinary meetings determined by relevant events; b)- properly formalize work orders, agendas, and other supporting documents for the meetings referred to in letter a) of this number and reflect, in a concise and objective manner, the deliberations in minutes; and c)- make the minutes and other documents referred to in letter b) of this number known to all members and collect the signature of the minutes from all participants in the meetings.
  3. Institutions may hire independent consultant services to assist entities or bodies with delegated competencies provided for in Article 8 of this Notice, maintaining responsibility for the functions committed to them. In the hiring of consultant services, their levels of integrity, competence, and potential conflicts of interest must be considered.
  4. In the outsourcing of functions, institutions must ensure the exact compliance with the objectives and principles of corporate governance set out in this Notice, notably with regard to the responsibilities of the administrative body.
  5. The administrative body must promote the formalization, dissemination, and periodic review of the corporate governance model in force in the institutions.
  6. The principles described in the preceding numbers of this article must be consistently applied in financial groups, with the parent company being responsible for implementing a solid corporate governance model, ensuring: a)- to its social bodies a complete, true, and current vision of the companies belonging to the financial group and their respective capital, organic, and functional structures; and b)- a correct information disclosure policy in accordance with Articles 21 and 22 of this Notice.

Notice No. 1/13 of April 19 Banco Nacional de Angola Published in the I Series of the Official Gazette No. 073 of April 19, 2013 Page 4 of 15

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)

  1. Institutions must ensure the transparency of their capital structure, through, notably, the identification of holders of qualified participations considering the entire chain of entities to whom the participation is attributed in accordance with the following number.
  2. In the calculation of qualified participations, in addition to those regarding direct participations, voting rights must be considered: a)- belonging to companies that are in a relationship of dominance or group with the participant; b)- belonging to third parties, but on behalf of the participant; c)- belonging to third parties with whom the participant has entered into an agreement for the exercise of associated rights, except in cases where, under the same agreement, the participant is bound to follow the instructions of the third party; d)- belonging to members of the social bodies of the participant, in cases where this is a company; e)- that may be acquired by the participant through a previously concluded agreement with the respective holders; f)- relating to shares delivered as collateral to the participant, in cases where voting rights have been attributed to it; g)- for which the holders have conferred discretionary exercise powers to the participant; h)- belonging to persons who have entered into some agreement with the participant for the coordinated exercise of influence over the participating company; and i)- attributable to the persons referred to in letters a) to h) of this number by the articulated and joint application of the criteria described therein.
  3. The Banco Nacional de Angola may request additional information from institutions in cases where it considers that there is no transparency in the ownership of participations, notably by not identifying the ultimate beneficiary.

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)

  1. Institutions must adopt a corporate governance model that best fits the organizational, routine management, and risk processes of the company.
  2. If institutions opt for the existence of executive and non-executive administrators, they must institute an executive committee, in accordance with the Law of Commercial Companies.
  3. Institutions must delegate competencies: a)- to one or more shareholders, regarding the remuneration of members of the social bodies, in accordance with Article 17 of this Notice; b)- to one or more members of the administrative body regarding the monitoring of the internal control system and risk management, in accordance with Articles 12 to 14 of this Notice.
  4. Additionally, institutions may delegate competencies to one or more members of the administrative body regarding the appointment, evaluation, and remuneration of employees, in accordance with Article 15 of this Notice.
  5. The administrative body must distribute portfolios among its members respecting the rules of segregation between business, support, and control functions.
  6. In the absence of non-executive administrators in the administrative body, shareholders must provide for alternative mechanisms for monitoring executive management, respecting the principles set out in paragraph 5 of Article 9, and ensure the exercise of the competencies provided for in Articles 12, 13, 14, and 15 of this Notice.

Article 9.º (Administrative Body)

  1. The administrative body must be constituted by an odd number of members fixed by the company's statutes.
  2. 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.
  3. 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.

Notice No. 1/13 of April 19 Banco Nacional de Angola Published in the I Series of the Official Gazette No. 073 of April 19, 2013 Page 5 of 15

  1. 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.
  2. 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

Notice No. 1/13 of April 19 Banco Nacional de Angola Published in the I Series of the Official Gazette No. 073 of April 19, 2013 Page 6 of 15

Article 10.º (Executive Committee)

  1. The executive committee must be composed of executive administrators, with the participation of at least one independent administrator, if the administrative body is composed of both executive and non-executive administrators.
  2. The executive committee must meet at least once a month, or more frequently if necessary, and must be convened by its president or, in his absence, by the administrative body.
  3. The executive committee must have the following competencies: a)- to manage the daily routine of the institution; b)- to implement the business strategy defined by the administrative body; c)- to propose to the administrative body the organic and functional structure of the institution; d)- to propose to the administrative body the policies and processes of risk management and internal control; e)- to propose to the administrative body the remuneration policy for employees; f)- to propose to the administrative body the appointment, evaluation, and remuneration of employees; g)- to propose to the administrative body the policies and processes related to ethics, integrity, and professionalism; h)- to propose to the administrative body the policies and processes related to transactions with related parties; i)- to propose to the administrative body the policies and processes related to the prevention of conflicts of interest; j)- to propose to the administrative body the policies and processes related to the prevention and detection of suspicious operations of criminal activities or fraud situations; k)- to propose to the administrative body the policies and processes related to the disclosure of information; l)- to propose to the administrative body the policies and processes related to the management of the institution's capital; m)- to propose to the administrative body the policies and processes related to the management of the institution's liquidity; n)- to propose to the administrative body the policies and processes related to the management of the institution's operational risk; o)- to propose to the administrative body the policies and processes related to the management of the institution's credit risk; p)- to propose to the administrative body the policies and processes related to the management of the institution's market risk; q)- to propose to the administrative body the policies and processes related to the management of the institution's legal risk; r)- to propose to the administrative body the policies and processes related to the management of the institution's reputational risk; s)- to propose to the administrative body the policies and processes related to the management of the institution's strategic risk; t)- to propose to the administrative body the policies and processes related to the management of the institution's compliance risk; u)- to propose to the administrative body the policies and processes related to the management of the institution's information technology risk; v)- to propose to the administrative body the policies and processes related to the management of the institution's outsourcing risk; w)- to propose to the administrative body the policies and processes related to the management of the institution's third-party risk; x)- to propose to the administrative body the policies and processes related to the management of the institution's cyber risk; y)- to propose to the administrative body the policies and processes related to the management of the institution's climate risk; z)- to propose to the administrative body the policies and processes related to the management of the institution's ESG risk.
  4. The executive committee must report to the administrative body on its activities and decisions.
  5. The executive committee must keep minutes of its meetings, which must be signed by all participants.
  6. The executive committee must have its own regulation, duly formalized, which must define its composition, functioning, and competencies.

Article 11.º (Supervisory Body)

  1. The supervisory body must be composed of an odd number of members, with at least one independent member, elected by the general meeting.
  2. The supervisory body must meet at least once a quarter, or more frequently if necessary, and must be convened by its president or, in his absence, by the administrative body.
  3. The supervisory body must have the following competencies: a)- to supervise the administrative body's action; b)- to verify the accuracy of the institution's accounting records and financial statements; c)- to verify the compliance of the institution's activities with the legal and statutory provisions; d)- to verify the compliance of the institution's activities with the policies and processes defined by the administrative body; e)- to verify the compliance of the institution's activities with the risk management policies and processes; f)- to verify the compliance of the institution's activities with the remuneration policy; g)- to verify the compliance of the institution's activities with the code of conduct; h)- to verify the compliance of the institution's activities with the policies and processes related to conflicts of interest; i)- to verify the compliance of the institution's activities with the policies and processes related to the disclosure of information; j)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's capital; k)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's liquidity; l)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's operational risk; m)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's credit risk; n)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's market risk; o)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's legal risk; p)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's reputational risk; q)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's strategic risk; r)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's compliance risk; s)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's information technology risk; t)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's outsourcing risk; u)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's third-party risk; v)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's cyber risk; w)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's climate risk; x)- to verify the compliance of the institution's activities with the policies and processes related to the management of the institution's ESG risk.
  4. The supervisory body must report to the general meeting on its activities and findings.
  5. The supervisory body must keep minutes of its meetings, which must be signed by all participants.
  6. The supervisory body must have its own regulation, duly formalized, which must define its composition, functioning, and competencies.

Article 12.º (Delegation of Competencies)

  1. The administrative body may delegate competencies to one or more members of the administrative body, to the executive committee, or to other bodies or entities, respecting the rules of segregation between business, support, and control functions.
  2. The delegation of competencies must be formalized in writing, defining the scope, limits, and conditions of the delegation.
  3. The administrative body must periodically review the delegation of competencies and ensure that the delegated competencies are being exercised in accordance with the established rules.
  4. The administrative body remains responsible for the exercise of the competencies delegated to others.

Article 13.º (Internal Control System)

  1. Institutions must implement an internal control system that ensures the adequacy and effectiveness of the management of risks and the compliance with legal and regulatory obligations.
  2. The internal control system must include the following components: a)- the control environment; b)- risk assessment; c)- control activities; d)- information and communication; e)- monitoring activities.
  3. The internal control system must be periodically reviewed and updated to ensure its adequacy and effectiveness.
  4. The administrative body must oversee the implementation and operation of the internal control system.

Article 14.º (Risk Management)

  1. Institutions must implement a risk management system that identifies, measures, monitors, and controls the risks assumed in their activities.
  2. The risk management system must include the following components: a)- the risk appetite statement; b)- the risk management policy; c)- the risk management processes; d)- the risk reporting system.
  3. The risk management system must be periodically reviewed and updated to ensure its adequacy and effectiveness.
  4. The administrative body must oversee the implementation and operation of the risk management system.

Article 15.º (Appointment, Evaluation and Remuneration of Employees)

  1. Institutions must implement a policy for the appointment, evaluation, and remuneration of employees that is consistent with their risk profile and long-term interests.
  2. The remuneration policy must include the following elements: a)- the remuneration structure; b)- the performance evaluation criteria; c)- the link between remuneration and performance; d)- the deferral and clawback mechanisms; e)- the disclosure of remuneration information.
  3. The administrative body must approve the remuneration policy and periodically review its adequacy and effectiveness.

CHAPTER IV REMUNERATION POLICY

Article 16.º (Principles of Remuneration Policy)

  1. The remuneration policy must be consistent with the institution's risk profile and long-term interests.
  2. The remuneration policy must promote sound and effective risk management and avoid excessive risk-taking.
  3. The remuneration policy must be transparent and disclosed to employees and supervisors.
  4. The remuneration policy must be periodically reviewed and updated to ensure its adequacy and effectiveness.

ARTIGO 17.º (Remuneration of Members of the Social Bodies)

  1. The remuneration of members of the social bodies must be fixed by the general meeting, based on a proposal from the administrative body.
  2. The remuneration of members of the social bodies must be consistent with their responsibilities and the institution's performance.
  3. The remuneration of members of the social bodies must not include variable components linked to short-term performance.

Article 18.º (Remuneration of Employees)

  1. The remuneration of employees must be fixed by the administrative body, based on the remuneration policy.
  2. The remuneration of employees must be consistent with their responsibilities, performance, and the institution's risk profile.
  3. The remuneration of employees may include variable components linked to performance, subject to deferral and clawback mechanisms.

CHAPTER V CODE OF CONDUCT AND CONFLICTS OF INTERESTS

Article 19.º (Code of Conduct)

  1. Institutions must adopt a code of conduct that establishes the ethical principles and standards of behavior expected from employees and members of the social bodies.
  2. The code of conduct must be communicated to all employees and members of the social bodies and must be periodically reviewed and updated.

Article 20.º (Conflicts of Interests)

  1. Institutions must implement policies and processes to identify, manage, and disclose conflicts of interest.
  2. Employees and members of the social bodies must disclose any potential conflicts of interest to the administrative body.
  3. The administrative body must take appropriate measures to manage and mitigate conflicts of interest.

CHAPTER VI TRANSPARENCY AND INFORMATION DISCLOSURE

Article 21.º (Transparency of Corporate Structure)

  1. Institutions must ensure the transparency of their corporate structure, including the identification of shareholders and the structure of the capital.
  2. Institutions must disclose information on their corporate structure to supervisors and the public.

Article 22.º (Information Disclosure)

  1. Institutions must disclose information on their financial situation, risk management, corporate governance, and remuneration policies.
  2. The information disclosed must be accurate, complete, and timely.
  3. The information disclosed must be made available to supervisors and the public.

CHAPTER VII INFORMATION PROVISION

Article 23.º (Corporate Governance Reports)

  1. Institutions must prepare annual corporate governance reports that disclose information on their corporate governance practices.
  2. The corporate governance reports must be approved by the administrative body and disclosed to supervisors and the public.

Article 24.º (Instructional)

  1. The administrative body must ensure that employees are informed of the provisions of this Notice and the institution's policies and procedures.
  2. The administrative body must provide training to employees on corporate governance, risk management, and compliance.

CHAPTER VIII SANCTIONING REGIME

Article 25.º (Sanctions)

  1. Violations of the provisions of this Notice are subject to sanctions in accordance with the Law of Financial Institutions.
  2. The Banco Nacional de Angola may impose sanctions on institutions that fail to comply with the provisions of this Notice.

CHAPTER IX FINAL PROVISIONS

Article 26.º (Transitional Provision)

  1. Institutions must comply with the provisions of this Notice within six months of its entry into force.
  2. Institutions that are not in compliance with the provisions of this Notice must submit a plan of action to the Banco Nacional de Angola within three months of its entry into force.

Article 27.º (Regulation)

  1. The Banco Nacional de Angola may issue regulations to clarify the provisions of this Notice.
  2. The regulations issued by the Banco Nacional de Angola must be published in the Official Gazette.

Article 28.º (Doubts and Omissions)

  1. Doubts and omissions in the interpretation of this Notice must be resolved by the Banco Nacional de Angola.
  2. The decisions of the Banco Nacional de Angola on doubts and omissions must be published in the Official Gazette.

Article 29.º (Entry into Force)

  1. This Notice enters into force on the date of its publication in the Official Gazette.
  2. This Notice revokes Notice No. 1/08 of April 10, 2008.

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