Regulatory Provisions on Requirements to be a Director, Supervisor, General Manager and/or Chief Executive and Internal Auditor of Financial Institutions

Superintendence of Banks and Other Financial Institutions

OFFICE OF THE SUPERINTENDENT OF BANKS AND OTHER FINANCIAL INSTITUTIONS. MANAGUA, FIFTEENTH OF APRIL OF THE YEAR TWO THOUSAND TWENTY-SIX. AT EIGHT THIRTY IN THE MORNING.

CONSIDERING

I. That on April 8, 2026, the Monetary and Financial Board approved Resolution No. CDMF-XIII-1-26, which repealed the "Norm on Requirements to be a Director, Supervisor, General Manager and/or Chief Executive and Internal Auditor of Financial Institutions," contained in Resolution No. CD-SIBOIF-597-3-SEP23-2009, dated September 23, 2009, published in La Gaceta, Official Gazette No. 210 and 214, on November 5 and 11, 2009, respectively.

II. That in accordance with the powers granted by "Article six" of Law No. 1237, "Law of Reforms and Additions to Law No. 561, General Law of Banks, Non-Banking Financial Institutions and Financial Groups," published in La Gaceta, Official Gazette No. 37, on February 25, 2025 (hereinafter Law No. 1237), the Superintendence of Banks and Other Financial Institutions may issue regulations pertinent to its functions as regulator and supervisor of banks, non-banking financial institutions, and financial groups, including those concerning establishing evaluation criteria, information requirements, deadlines, and procedures for the appointment or election of the main officials of the aforementioned entities.

III. That Article 133 of Law No. 561, "General Law of Banks, Non-Banking Financial Institutions and Financial Groups," reformed by Law No. 1237, establishes that the non-banking financial institutions provided for in its Title "IV" are subject, insofar as appropriate according to their particular characteristics, to the legal provisions contained in Title "II" of the same Law No. 561, among which are the provisions of its "Chapter III" on "Administration and Control."

IV. That in accordance with the considerations set forth above.

In exercise of its powers,

HAS ISSUED

The following,

RESOLUTION SIB-OIF-XXXIV-202-2026

REGULATORY PROVISIONS ON REQUIREMENTS TO BE A DIRECTOR, SUPERVISOR, GENERAL MANAGER AND/OR CHIEF EXECUTIVE AND INTERNAL AUDITOR OF FINANCIAL INSTITUTIONS

OPBX (505) 2298 2100c
(505) 7826 2900m
9 Km 7 Sur Highway,
Postal Box 788
S correo@siboif.gob.ni www.siboif.gob.ni

Superintendence of Banks and Other Financial Institutions

TITLE I - CONCEPTS, OBJECT AND SCOPE

FIRST: For the purposes of applying these regulatory provisions, the terms indicated in this section, both in uppercase and lowercase, singular or plural, shall have the following meanings:

a) Independent Director: A natural person unrelated to the ownership and administration of the supervised financial institution, who must be part of its board of directors and meet the requirements established by the Superintendence of Banks and Other Financial Institutions, as established in Article 27 of Law No. 561, reformed by Law No. 1237, "Law of Reforms and Additions to Law No. 561, General Law of Banks, Non-Banking Financial Institutions and Financial Groups," published in La Gaceta, Official Gazette No. 37, on February 25, 2025.

b) Official: Director or member of the board of directors or administrative council; supervisor, general manager and/or chief executive, and internal auditor.

c) Economic Interest Group: Related parties, significant linkages, and indirect manifestations of the natural or legal persons indicated in Article 55 of Law 561, reformed by Law No. 1237, "Law of Reforms and Additions to Law No. 561, General Law of Banks, Non-Banking Financial Institutions and Financial Groups," published in La Gaceta, Official Gazette No. 37, on February 25, 2025, and the regulations governing the matter on concentration limits.

d) Financial Group: The grouping of two or more legal persons that carry out activities of a financial nature, of which one must be a bank or non-banking financial institution that captures public deposits, among which there is common control through ownership, administration, use of corporate image, or frequent assumption of shared risks, or without these relationships existing, they decide the effective control by common agreement, in accordance with what is established in Article 135 of Law No. 561, reformed by Law No. 1237, "Law of Reforms and Additions to Law No. 561, General Law of Banks, Non-Banking Financial Institutions and Financial Groups," published in La Gaceta, Official Gazette No. 37, on February 25, 2025.

e) Institution or financial institution: Banks, financial companies, insurance companies, general warehouses, stock exchanges, stock exchange posts, investment fund management companies, securitization fund management companies, securities central, clearing and settlement companies, special regime financial companies, financial leasing companies, factoring companies, non-banking providers of fiduciary services (legal persons), savings and credit cooperatives with a minimum of total assets of one hundred million cordobas (C$100,000,000.00), resident holding company that consolidates the local group; as well as controlling companies when the origin supervisor is the Superintendence of Banks and Other Financial Institutions.

f) Law No. 561: General Law of Banks, Financial Institutions and Financial Groups, contained in Law No. 1175, "Law of the Nicaraguan Banking and Finance Regulatory Authority (DigesU)," published in La Gaceta, Official Gazette No. 153, on August 20, 2024, and its reforms.

g) Law No. 1237: Law of Reforms and Additions to Law No. 561, General Law of Banks, Non-Banking Financial Institutions and Financial Groups, published in La Gaceta, Official Gazette No. 37, on February 25, 2025.

h) Superintendent: Superintendent of Banks and Other Financial Institutions.

i) Superintendence: Superintendence of Banks and Other Financial Institutions.

SECOND: Object and scope. - These regulatory provisions aim to establish the evaluation criteria, information requirements, and deadlines that financial institutions must comply with for the appointment or election of their officials.

The application of these provisions is exempted, specifically regarding the appointment of members of their Boards of Directors, for the Production Promotion Bank (PRODUZCAMOS) and the Nicaraguan Institute of Insurance and Reinsurance (INISER), which shall be governed by the requirements and procedures established in their respective creating laws. They are also exempted from application, regarding the appointment of Independent Directors of their Boards of Directors, for special regime financial companies and for financial leasing companies, factoring companies, and non-banking providers of fiduciary services (legal persons), that do not belong to financial groups.

TITLE II - EVALUATION CRITERIA, INFORMATION REQUIREMENTS AND DEADLINES

THIRD: Evaluation criteria. - For the purposes of evaluating the integrity, financial solvency, and professional competence of officials in the proposed positions, the following criteria shall be considered:

a) Integrity: Positive reputation of honesty and responsibility to be verified by the information required by these regulatory provisions.

b) Financial Solvency: Timely and proper fulfillment of the payment of direct and indirect obligations in the National Financial System, to be verified by the information required by these provisions.

c) Professional Competence: The following criteria shall be considered:

1. Results of their management in other commercial activities and especially in those of a financial nature. In the event that the commercial or financial companies in which the official participated had negative results leading to bankruptcy, intervention, or liquidation, the Superintendent may only invalidate the appointment if the official has been attributed responsibilities by a judicial or administrative resolution of a competent authority.

If the official had been removed from their position, the Superintendent may invalidate the appointment if the removal was due to manifest negligence on the part of the official in the performance of their duties.

2. Relevant experience of at least five (5) years, at an adequate level of magnitude and complexity of the responsibility to be performed.

3. Relevant knowledge in finance, business administration, economics, law, accounting, and/or careers related to the position held or to be held.

FOURTH: Independent Director. - Financial institutions must appoint independent directors under the terms established in Article 27 of Law No. 561, reformed by Law No. 1237, who, in addition to meeting the criteria indicated in the previous section, at the date of their designation and during the development of their functions, must not be in any of the following situations:

a) Having been a manager, chief executive, or employee of the institution or its economic interest group in the five (5) years prior to designation.

b) Being or having been a partner exercising direct or indirect control under the terms of Article 55 of Law No. 561, director, manager, or chief executive of a company that is or has been an important client or supplier of the financial institution or its economic interest group, during the two (2) years immediately prior to their designation.

A client or supplier is considered important when their sales or, in their case, purchases to the financial institution or its economic interest group represent, in total, 20% or more of their total sales or, in their case, total purchases, calculated based on the two (2) most recent years.

c) Having signed or having had in the two (2) years prior to their designation, a professional services contract with the institution or its economic interest group.

d) Being a member of a non-profit organization that receives significant resources from the financial institution or its economic interest group. Significant resources are understood as those representing more than twenty percent (20%) of the total resources received annually by the organization.

e) That the designated director, their spouse, or relatives up to the second degree of consanguinity and second degree of affinity:

1. Have directly or through a related legal person, investments in shares, debt instruments, or derivative instruments on shares, of the financial institution or its economic interest group.

2. Maintain directly or through a related legal person with the aforementioned institutions, debts from loans or credits of any nature, except for mortgage loans for housing and consumer credits, provided they are granted under market conditions.

f) Being or having been in the two (2) years prior to their designation, an audit partner for a current or previous External Audit Firm of the financial institution or its economic interest group.

g) That the financial institution or its economic interest group have investments in a company of which the proposed director, their spouse, or relatives, up to the second degree of consanguinity and second degree of affinity, are direct or indirect partners.

h) That they have relatives working in the financial institution that appoints them, up to the second degree of consanguinity and second degree of affinity.

i) Having been an independent director in the last ten (10) years, continuously or alternately during the last fifteen (15) years, of the financial institution or any company in its economic interest group.

Prior to the appointment of the independent director, the institution must verify compliance with what is established in this section, verifying, for example, that the proposed person does not have contracts, securities, or has not previously been an official of the institution within the timeframes and amounts indicated above, sending to the Superintendent, along with the information required by the following section, a report with the documentation supporting the performance of these inquiries.

FIFTH: Information and requirements to be presented. - For the evaluation of what is indicated in sections "THIRD" and "FOURTH" of these regulatory provisions, the following information must be presented:

a) Curriculum vitae documented with the information required in Annex 1, which becomes an integral part of these regulatory provisions. Photocopies of higher education degrees, post-graduates, master's degrees, and doctorates, notarized by a public notary, must be attached to said curriculum, including confirmation of the companies in which they were a director or official in the last 5 years.

b) Photocopies of the identity card on both sides and passport for nationals, of the identity card for residents or of the passport in the case of foreigners, notarized by a public notary in accordance with the law on the matter.

c) Number of the Single Tax Registry (RUC). In the case of non-domiciled or non-resident foreigners, they must present the equivalent used in the country where they pay taxes. When the person does not have the aforementioned RUC confirmation, they must present a written communication explaining the reasons for the case.

d) Certificate of judicial and/or police records issued by the corresponding national instances, in the case of persons domiciled or residing in Nicaragua, or by the competent foreign organism, when it concerns persons not domiciled or not residing in Nicaragua, or when it concerns natural persons domiciled or residing in Nicaragua, who in the last 15 years have had their domicile or residence abroad.

e) A minimum of 2 personal references issued by natural persons of recognized honorability and prestige, related to the profession. A minimum of 2 recent banking or commercial references as of the date of the application (national or foreign). If they have worked in public institutions, confirmation from the corresponding control organism of being solvent with the law is required.

f) The personal reference letters must contain, at least, the time of knowing the recommended person, work ethics, strengths and skills within the professional field, as well as the profession, experience, email address, and phone number of the signatory. Furthermore, personal references must not be issued by family members, nor members of the Board of Directors and/or Shareholders, nor officials of the same entity or related entities. Banking and/or commercial references must also not be issued by member companies of the financial institution or local/regional financial group.

g) Declaration before a public notary of not being subject to the impediments of Article 29 of Law No. 561, reformed by Law No. 1237, in accordance with the format established by Annex 2, which becomes an integral part of these regulatory provisions.

h) Detailed list of related natural and legal persons, as well as those constituting their unit of interest, based on the criteria established in Article 55 of Law No. 561, reformed by Law 1237, and the regulations governing the matter on concentration limits.

i) Additionally, appointed independent directors must present a declaration before a public notary of not being subject to the situations referred to in section "FOURTH" of these regulatory provisions, in accordance with the format established in Annex 3, which becomes an integral part of the same.

Officials must present written authorization to the Superintendence, so that it may request information from the corresponding natural and legal persons, to prove their integrity and professional competence for the position.

j) Officials who are re-elected to their positions for a new term must update and present the information from subsection a) of this section or, in its absence, notify that they have no new information to report; as well as the information required in subsection f), also of this section. In the case of independent directors, additionally, they must present the information established in subsection h) of this section and the information required in the final paragraph of the previous section.

The Superintendent may exempt the presentation of the requirements contained in subsections a), d), and e) of this section, when they are officials of recognized track record in the national or international financial system; or from any other subsection when the information, having been required by other regulations, is updated in this Superintendence.

Officials must keep the information referred to in this section updated whenever there are material changes.

SIXTH: Deadlines and procedure. - Any election of officials must be communicated immediately by the President of the Board of Directors or Administrative Council or by the Secretary of said body to the Superintendent, who will send them a certification of the minutes of the session in which the appointment was made within 72 hours following the signing of the minutes. The information referred to in the previous article must be sent no later than within thirty (30) calendar days counted from the immediate communication of the appointment or election of the official, extendable by an equal period by the Superintendent when there is a reasoned request by the financial institution.

Based on the information presented, the Superintendent, within the term of thirty (30) calendar days, will issue, if applicable, through a reasoned resolution, the objection to any of the appointments or elections of officials referred to in these regulatory provisions.

SEVENTH: Legalization of documents from abroad and their language. - All information and/or documentation required by these regulatory provisions that is in a language other than Spanish must be presented with its corresponding translation, which must comply with what is stipulated in the national laws on the matter or with the laws of the country where the translation is carried out.

Documents from abroad that are required from natural or legal persons must meet the requirements established by the laws on the matter for them to have legal effects in the country.

EIGHTH: Obligation to inform.

The financial institution must inform the Superintendent within the term of 72 hours, in cases where any of the officials incur any of the impediments established in Article 29 of Law No. 561, reformed by Law 1237, as well as in the situations provided for in section "FOURTH" of these regulatory provisions. This also applies to officials who, at the entry into force of these provisions, were exercising their positions.

NINTH: Validity. - This resolution will enter into force from its publication on the website of the Superintendence.

Lie. Luis Angel Mo
Superintendent of Banks and Other Financial Institutions

OPBX (505) 2298 2100 c
(505) 7826 2900m
9 Km 7 Sur Highway, Managua, Nicaragua.
Postal Box 788
S correo@siboif.gob.ni www.siboif.gob.ni

ANNEX 1
OFFICIALS CURRICULUM VITAE
Strictly Confidential Information

INSTITUTION:

GENERAL DATA

Full Name: .
Nationality: .
Profession or trade:
Place and date of birth:
Identity Card Number:
Residence Card (in the case of foreigners residing in the country):
Passport Number (in the case of non-resident foreigners):
RUC No. (or its equivalent, as appropriate):
Position held or to be held in the Institution:
Domicile: .
Migration status:
Do you have authorization to work in the country? (only for foreigners holding administrative or board positions) YES ( ) NO ( ) Authorization Number:
Date of Authorization:
Validity of Authorization:

KNOWLEDGE AND EXPERIENCE

Knowledge and experience in banking, financial, stock market, insurance, general warehouses of deposits, financial risk management activities, among others related to the position:

Main Functions /
Period from ...
Entity Position Held
Positions held or currently held in other entities:

Main Functions /
Period from ...
Entity Position Held

Studies and training completed:

Title or course name
Period from ...
Observations
Establishment /

/ is required to expand in a separate document all related to the functions and activities carried out in these entities, which allows evaluating their knowledge, skills, and aptitudes to solve problems autonomously and flexibly and supports their suitability for the position they hold or are proposed for.

Are you a partner of any entity? YES ( ) NO ( ) In the affirmative, provide the following information:

RUC No. or its equivalent
Entity Name
Country
Participation %
C$

I declare that the data above are true, subjecting myself to the sanctions that the law determines for any inaccuracy thereof.

Place and date:
(Signature)

Appointed