Notice No. 11/2013 of July 10 on Requirements and Procedures for the Special Registration of Financial Institutions

Published in Official Gazette, Series I, No. 130 of July 10

NOTICE NO. 11/2013 of July 10

SUBJECT: REQUIREMENTS AND PROCEDURES FOR THE SPECIAL REGISTRATION OF FINANCIAL INSTITUTIONS

Whereas it is necessary to systematize the requirements and procedures for the special registration of financial institutions under the supervision of the Bank of Angola and their respective members of governing bodies; Considering the provisions of the Financial Institutions Law regarding the establishment of registration conditions for financial institutions and proposed members of governing bodies, including the establishment of suitability and professional experience requirements in accordance with international practices; In accordance with the provisions of the Bank of Angola Law and the Financial Institutions Law;

HEREBY DETERMINE:

CHAPTER I

GENERAL PROVISIONS

Article 1.
(Subject Matter)
This Notice establishes the requirements and procedures regarding the special registration of financial institutions under the supervision of the Bank of Angola, proposed members of governing bodies, directors with relevant management functions, managers, and directors of branches or representation offices.

Article 2.
(Scope)
This Notice applies to financial institutions under the supervision of the Bank of Angola that intend to or are exercising activity in Angolan territory, as well as:
a) natural and legal persons candidates for effective or alternate members of the governing bodies of institutions supervised by the Bank of Angola; b) candidates for directors with relevant management functions in financial institutions headquartered in Angola; c) managers and directors of branches or representation offices subject to the supervision of the Bank of Angola.

Article 3.
(Definitions)
Without prejudice to the definitions established in the Financial Institutions Law, for the purposes of this Notice, the following shall be understood:

1. "Independent Administrator": a member of the governing body who exercises their functions independently.
2. "Director": an individual responsible for a function or organizational unit, who exercises significant influence over the day-to-day management of the institution, providing information directly to the Governing Body or, depending on the organizational structure, to one of its members.
3. "Relevant Management Functions": functions crucial for the execution of activities and financial soundness of the institution. The relevance depends on the nature, size, and complexity of the institution's business, including among others:
   a) finance; b) compliance; c) risk control; d) information technology; e) risk-bearing areas; f) audit.
4. "Day-to-Day Management": the set of decisions, taken on a daily and recurring basis, concerning the administration of the financial institution, excluding those related to business strategy definition, organizational and functional structure, statutory/legal information disclosure, and material operations based on amount, associated risk, or special characteristics.
5. "Economic Group": a set of financial (banking or non-banking) and non-financial companies in which there is a relationship of control by one financial institution over the others.
6. "Financial Group": a set of resident and non-resident companies possessing the nature of banking and non-banking financial institutions, excluding those linked to insurance and social security activities, in which there is a relationship of control by a parent company supervised by the Bank of Angola over the other member companies.
7. "Independence": the capacity to make evaluative judgments and take decisions on the policies and processes of the financial institution without influence from day-to-day management and contrary external interests, aligned with the institution's objectives. A member of the governing body is considered not to meet the independence requirements when, among others:
   a) holds (or has held in the last twelve months) an executive administrator position in the institution; b) provides (or has provided in the last twelve months) services to the institution; c) holds (or represents a holder of) a qualified participation in the institution's capital, or a participation exceeding 2% (two percent), which allows, in the Bank of Angola's understanding, to exercise significant influence; d) receives a variable remuneration component granted by the institution; e) performs functions in the governing bodies of another company, without a formal process to investigate potential conflicts of interest; f) has a relationship with a spouse, descendant, or ascendant of the first and second degrees, with a person covered by at least one of the situations in letters a) to e); g) falls under at least one of the situations referred to in letters a) to d) and f) in a company that is in a control or group relationship with the one where they are a member of the governing body.
8. "Governing Body": an individual or group of individuals, elected by partners or shareholders, entrusted with representing the company, deliberating on all matters, and performing all acts to achieve its corporate purpose. It includes, among others, the managers of limited liability companies and members of the board of directors provided for in the Commercial Companies Law.
9. "Governing Bodies": the presiding board of the General Assembly and the Governing and Supervisory Bodies as provided for in the Commercial Companies Law.

CHAPTER II

SPECIAL REGISTRATION OF THE INSTITUTION

Article 4.
(Special Registration)

1. After a favorable opinion on the establishment authorization process, the financial institution may only commence its activity when it is registered in the special register at the Bank of Angola.
2. The special registration of financial institutions authorized by the Bank of Angola shall cover the following elements:
   a) date of establishment; b) corporate name or designation; c) corporate purpose; d) legal form; e) registered office address; f) share capital; g) transfer of quotas; h) identification of members of the governing, supervisory bodies and General Assembly presiding board designated, including directors with relevant management functions; i) shareholders' agreements.

Article 5.
(Application for Registration of Financial Institution)

1. The deadline to apply for any registration is 30 (thirty) days from the date of the final commercial registration of the financial institution or, for institutions with foreign headquarters established in Angola, from their authorization to establish operations in Angola, or when the Bank of Angola becomes aware of the facts subject to registration.
2. The application must be adequately supported by the documentation required by this Notice, notwithstanding spontaneous presentation by the financial institution or the Bank of Angola's request for additional information and documentation when deemed necessary for adequate analysis.
3. The special registration application must be submitted with the information and documentation contained in Annexes I and II of this Notice, in duplicate and duly identified.
4. In case of changes to previously submitted registration elements, financial institutions must complete and send Annex I of this Notice, expressly indicating the changes and respective supporting elements.

Article 6.
(Decision)

1. Within a maximum period of 30 (thirty) days from the date of the registration application or, if applicable, from the receipt of supplementary information requested from the financial institution, the Bank of Angola may object to the registration if it demonstrates the occurrence of circumstances provided for in the Financial Institutions Law.
2. The failure to object within the deadlines referred to in the preceding paragraph constitutes a presumption of tacit approval of the application.

Article 7.
(Registration of the Financial Institution)

1. The following elements must be registered in the Supervision System for Financial Institutions:
   a) financial institution with headquarters in Angola:
   i. type of financial institution;
   ii. corporate name or designation, including acronym;
   iii. date of commencement of activity;
   iv. registered office address;
   v. taxpayer number;
   vi. share capital;
   vii. nature of share capital;
   viii. qualified participations in the share capital of other financial and non-financial entities;
   ix. identification of shareholders holding qualified participations;
   x. identification of effective and alternate members of the governing, supervisory bodies and General Assembly presiding board;
   xi. identification of directors with relevant management functions;
   xii. location and date of creation of agencies in Angola;
   xiii. location and date of creation of subsidiaries, branches, or representation offices abroad;
   xiv. identification of directors or managers of foreign branches and representation offices;
   xv. delegation of management powers;
   xvi. shareholders' agreements (if applicable);
   xvii. changes occurring in the elements listed above;
   b) foreign financial institution with a branch or representation office in Angola:
   i. type of financial institution;
   ii. corporate name or designation, including acronym;
   iii. date of establishment authorization;
   iv. date of commencement of activity;
   v. headquarters address;
   vi. capital allocated to operations in Angola, when required;
   vii. operations the institution can perform in its home country and operations it intends to exercise in Angola;
   viii. identification of directors or managers;
   ix. changes occurring in the elements listed above.
2. Financial institutions are responsible for inserting and updating the elements referred to in the preceding paragraph into the Supervision System for Financial Institutions within a maximum period of 30 (thirty) days from the date of receipt of the authorization or after communication to the Bank of Angola.

CHAPTER III

SPECIAL REGISTRATION OF MEMBERS OF GOVERNING BODIES

Article 8.
(General Principles)

1. The authorization for special registration of a member of governing bodies, director with relevant management functions, manager, or branch/representation office director depends on the following conditions:
   a) full legal capacity of the candidate; b) suitability of the candidate; c) professional experience of the candidate, particularly regarding adequate experience for exercising functions considering the size, nature, and complexity of the institution's activity; d) commitment to exercising functions with integrity in accordance with the legal and regulatory framework; e) objective demonstration of all financial obligations and interests of the candidate with shareholders or partners of the institution, other financial institutions, entities belonging to the economic group, and remaining members of governing bodies.
2. Without prejudice to the preceding paragraph, the authorization for special registration of governing body members depends on the following additional conditions:
   a) availability to exercise the function, in case of a candidate for a governing body position, namely, the inability to cumulatively hold management positions or perform functions in other financial institutions, unless they belong to the institution's financial group; b) residence within national territory of at least 2 (two) members of the Governing Body.

Article 9.
(Conditions)

1. Natural and legal persons referred to in letters a) to c) of Article 2 of this Notice, who are not yet registered with the Bank of Angola, are subject to registration.
2. The person responsible for exercising a relevant management function is subject to registration, even if the individual does not hold the title or position commonly used for exercising this function.
3. Members of the governing body of financial institutions who intend to hold management positions in other entities not covered by this Notice must communicate their intention to the Bank of Angola at least 15 (fifteen) business days in advance.
4. If a legal person is appointed to integrate the governing body of the institution, it must appoint an individual to exercise the position in their own name.
5. Without prejudice to the Financial Institutions Law, any changes to information regarding members of governing bodies and directors of financial institutions with headquarters in Angola, requested in Annex II of this Notice, are subject to registration with the Bank of Angola.
6. The financial institution must communicate to the Bank of Angola the reappointment of governing body members and directors, and is exempt from submitting Annex II as referred to in the preceding paragraph if there are no changes to any information contained therein.

Article 10.
(Opening and Analysis of the Application)

1. The deadline for the application for registration of a governing body member is 30 (thirty) days from the date of appointment, and the application will be submitted by the financial institution, designating a person responsible for the process.
2. The provisions of paragraphs 2 to 4 of Article 5 of this Notice shall also apply.
3. If information and/or documentation is missing, the deadlines for registration are suspended, and the institution will be notified to remedy deficiencies within a period defined by the Bank of Angola, under penalty of refusal of the governing body member's registration.

CHAPTER IV

FINAL PROVISIONS

Article 11.
(Documents)

1. The official documents required by this Notice must have a validity period not exceeding 3 (three) months.
2. For foreign or non-resident citizens, the demonstration of the veracity of the provided information must be proven by the applicant through any document, means, or procedure considered valid, suitable, and sufficient, namely, through an equivalent document issued by a competent entity of the country of origin.
3. Documents intended to support the application for statutory alteration authorization, drafted in a foreign language, must be translated into Portuguese and duly certified.

Article 12.
(Transitional Provision)

1. The provisions of this Notice do not apply to registration applications pending on the date of its entry into force.
2. Financial institutions have 9 (nine) months from the date of publication of this Notice to proceed with the registration of all Directors with relevant management functions in their organizational structure.

Article 13.
(Penalties)
Violation of the mandatory provisions of this Notice constitutes an offense punishable under the Financial Institutions Law.

Article 14.
(Entry into Force)
This Notice enters into force after the date of its publication.

PUBLISHED
Luanda, on June 10, 2013.
THE GOVERNOR
JOSÉ DE LIMA MASSANO