Requirements for competence and technical eligibility for key officials of payment system operators and payment service providers

Scope of application
The provisions of these instructions shall apply to institutions that engage in any activity that includes operating payment systems or providing payment services, which are hereinafter referred to as payment institutions, whether from within the Arab Republic of Egypt or from outside it for residents therein, and this includes bodies established under special laws, and the payment institution that engages in activity must includes operating payment systems or providing payment services before the issuance of these instructions, it must submit requests for approval of persons who hold or are nominated for key positions within twelve months from the date of issuance of these instructions.

General Provisions:
Payment institutions must obtain the prior written approval of the Central Bank for any person nominated to hold a key position before starting to exercise his tasks and responsibilities. The organizational structure of the payment institution is presented to the Board of Directors for approval, in order to allow the opportunity for the Council to determine the number of senior management officials required according to the size of the payment institution and the complexity of its activities, taking into account the required experience and skills, and the Central Bank should be provided with the structure clarifying the existing main functions, their occupants, and those that are vacant, as well as in the case of any modification to it. Payment institutions must prepare a statement for each main official that accurately and briefly documents the tasks and responsibilities and duties assigned to holders of key positions and update them continuously, provided that they are clear and uncomplicated. The payment institution must notify the Central Bank of the "tasks and responsibilities" statement and any material changes proposed, and the Central Bank of Egypt has the right to make any amendments it deems appropriate to it.

The Central Bank may issue its approval on a temporary basis for a specified period or accompanied by specific conditions for some candidates applying to fill one of the key positions, and if those conditions are not met during the period referred to, the approval is considered null and void. The Central Bank may cancel its approval, amend it, or change it to a temporary approval pending re-evaluation during the time period specified by the Central Bank, based on the information and data received to it. The Central Bank may remove the incumbent of the key position in the payment institution if he does not prove his competence to continue in his position or if any change occurs in any of the criteria for competence and technical eligibility related to it.

The main functions:
The main functions are:
2-1-1 Members of the Board of Directors, including the Chairman of the Board.
2-1-2 Chief Executive Officer / Managing Member.
2-1-3 Regional Manager - or equivalent - responsible for its activities within the Arab Republic of Egypt. 2-1-4 Manager responsible for the representative office of the foreign payment institution. 2-1-5 Heads of the following executive and support departments and sectors: Commercial Department, Business Development Department Operations Department, Information Technology Department, Finance Department, and Administration Legal, Human Resources, and Marketing Departments, in addition to the Payment Services Department in banks. 2-1-6 Heads of supervisory departments (Risk Management Department - Internal Audit Department - Compliance Department - Information Security Management). With regard to the payment institution that engages in other activities related to technological services and infrastructure supporting and value-added in addition to providing payment services or operating payment systems in addition to the entities established under special laws that engage in payment activities, the Central Bank has the right to determine their key functions, which require obtaining prior written approval for any person nominated to fill them before starting to exercise any tasks or responsibilities related to this function. With regard to the payment institution that engages in its activities from outside the Arab Republic of Egypt for residents in it, the application of the provisions of these instructions is limited to the position of regional manager - or equivalent - responsible for its activities within the Arab Republic of Egypt.

Procedures for nominating key officials:
The payment institution submits a request to obtain the prior written approval of the Central Bank on the nomination to fill one of the key positions, accompanied by the following documents:
a. Forms to be completed b. Detailed CV of the candidate
c. Approval of the Board of Directors of the payment institution on the nomination
d. Nomination letter for members of the Board of Directors in the case of representation of legal persons e. Status report and necessary documents f. Modern organizational structure The requesting payment institution must conduct a thorough inquiry and verify the information provided by the candidate, and each of them is responsible for completing the information and confirming its accuracy before submitting it to the Central Bank. The Central Bank may invite the candidate for a personal interview, and it has the right to take any action it deems appropriate regarding approval of the applications submitted to it or their rejection, and the Central Bank informs the payment institution in writing of the decision of acceptance or rejection, and in the event of non-approval, the decision must be reasoned. If 60 days have passed from the date of submitting the request, fulfilling all the required papers and documents before completing all procedures, the Central Bank issues a preliminary approval pending completion of procedures, unless it sees an impediment to that. A request is submitted to obtain the approval of the Central Bank in the event that one of the cadres from within the payment institution is nominated to fill one of the vacant senior management positions who has a sufficient degree of experience and knowledge and expertise. A request is submitted to obtain the approval of each member of the Board of Directors of the payment institution from the Central Bank, provided that the Board of Directors and the General Assembly of the payment institution are informed to approve this appointment. In the event that the payment institution assigns the candidate as an acting manager, his papers are submitted in full to the Central Bank pending completion of the procedures for his permanent appointment and obtaining the approval of the Central Bank.

The payment institution must submit the nomination request to the Central Bank within a period not exceeding three months from the date of vacancy of any position of senior management officials, and this period may be extended for a period another or for two periods with a maximum limit, provided that the Central Bank approves. If it is proven that any of the data or documents submitted are incorrect, the candidate is excluded immediately, and procedures or penalties are taken against him and against the payment institution if it is proven that it was aware of this and did not notify the Central Bank.

Obligations of the Board of Directors of the Payment Institution:
Adopting a mechanism that includes criteria for competence and eligibility and nomination procedures for key positions with the aim of ensuring that all candidates meet the criteria for competence and eligibility contained in these instructions and continue to meet those criteria throughout their tenure in these positions. Ensuring the competence and eligibility of the main candidates and current officials, and in the event that there is any evidence of their incompetence and eligibility; the Central Bank shall be notified in writing within three days business days at the latest from the date of discovery of the matter and its verification. Approving the nominations for membership of the Council and sending the list of nominations to the Central Bank, accompanied by the status report and declarations, before the General Assembly convenes by at least sixty days, in order to obtain its prior approval on the nominations. Approving the nominations of senior management officials, then sending the list of nominations to the Central Bank, in order to obtain its prior approval on the nominations.

Obligations of the Payment Institution:
Documenting the procedures for evaluating competence and eligibility carried out by the payment institution - whether before requesting the approval of the Central Bank on the nomination or those that are carried out on an ongoing basis - and supporting them with documents and related information. Verifying the accuracy of the data provided to the Central Bank in the completed forms, and disclosing any material information related to the competence and eligibility of the candidate during the nomination process or after approval on it and any changes that may affect the validity, accuracy and completeness of the data provided in these forms, within a period not exceeding three working days from the date the payment institution receives that information. Ensuring that candidates for key positions disclose any information or documents that may affect their competence and eligibility to hold those positions.

Submitting any information or documents requested by the Central Bank in connection with the request for approval of a candidate for a key position, and the Central Bank has the right to reject the payment institution's request if it is not provided with the required information within the specified period, and the Central Bank has the right to request any information or documents it deems necessary to study the request for approval of the nomination and to request an interview with the candidate to fill the position principal. Ensuring the competence and eligibility of the current main officials in the payment institution, conducting an evaluation for holders of key positions on an annual basis, and in the event that there is any evidence of incompetence the eligibility of any of them, the Central Bank shall be notified within a period not exceeding three working days from the date of discovery of the matter and its verification. Notifying the Central Bank in writing - to the attention of the Central Administration for Systems and Payment Services - when starting to have any main official start his duties or take any disciplinary action against him or when accepting his resignation or his absence from work without the approval of the payment institution or the termination of his service for any reason within three working days from its date, and the reasons related to any of the aforementioned cases must be disclosed. Providing the Central Bank with the organizational structure of the payment institution, explaining the existing key positions and their occupants and those that are vacant, as well as in the event of any amendment to it.

Criteria for competence and technical eligibility:
These criteria are the minimum of the basic conditions and requirements that must be met by candidates to fill positions principal in a payment institution, in order to ensure that they have sufficient credibility, integrity, competence, commitment and experience necessary to qualify them to perform the tasks and responsibilities assigned to them according to their current positions or the positions for which they are nominated, These criteria are as follows:
Credibility, integrity and good reputation:
It is required that the candidate have credibility, integrity and a good reputation; This is done by verifying the following as a minimum:
6-1-1 That he has not been proven to have engaged in fraudulent practices or acts that violate honor or honesty. 6-1-2 That he has not been previously dismissed or removed from work in one of the positions or deleted from one of the unions professional by a final disciplinary decision or judgment. 6-1-3 That no final judgment has been issued against him in a felony or misdemeanor affecting honor or honesty. Experience, qualifications and competence:
The candidate is evaluated according to the following indicators, but not limited to:

6-2-1 The competence of the candidate and his ability to perform the tasks and responsibilities of the position for which he is nominated, and the availability of expertise specialized and practical sufficient. 6-2-2 The candidate's ability to provide sufficient time to perform the tasks of the main position for which he is nominated, as well as to fulfill the duties and obligations associated with this position to the fullest extent possible. 6-2-3- The candidate's knowledge of the payment systems and services market and his awareness of the requirements of his position and the associated risks and his ability to make sound decisions in a timely manner. 6-2-4 Obtaining the necessary qualifications from academic certificates in addition to specialized training programs and others in various related fields. 6-2-5 Availability of leadership skills, effective communication and the ability to solve problems and manage crises and unexpected events. Financial situation:
The financial situation of the candidate is evaluated by ensuring the following - for example, but not limited to:
6-3-1 That he has not failed to fulfill his financial obligations in a way that may affect the safety of the financial situation for the candidate, for example, but not limited to: he has not been classified as an irregular customer. 6-3-2 That he is not a party to any settlement with creditors or the like of procedures that are still ongoing and / or not settled within a reasonable period of time. 6-3-3 That he has not been declared bankrupt or filed a bankruptcy petition or been convicted of bankruptcy. Independence and avoidance of conflicts of interest:
6-4-1 The candidate must enjoy the necessary independence to perform the tasks and duties assigned to the position principal for which he is nominated, and he must not have personal interests or job obligations or any circumstances others that may lead to a conflict of interest or may affect in any way his ability to perform the tasks of this position independently, and this criterion is evaluated according to the information contained in the status report that the candidate fills out and any other sources. 6-4-2 If there is a conflict of interest or a relationship between the candidate and one of the occupants of the key positions in the payment institution submitting the request, the institution must consider his nomination carefully, especially with regard to the impact of the conflict of interest on the candidate's ability to perform the tasks and duties assigned to him.