The persons involved in the direction, administration, or management of regulated institutions must possess the professional competence, integrity, and personal qualities required to manage the institution's activities and the personnel under their authority.
Credit institutions may not be directed, administered, or managed by any person who is not a national of a WAMU Member State, unless, by virtue of a special establishment agreement, such person is assimilated to a national.
Nationality is not required for persons from outside the WAMU region who, under a special establishment agreement, are assimilated to nationals of the Member State of the Union where they intend to operate.
In the absence of such an agreement, they shall be required to obtain a nationality waiver issued by the Minister of Finance of the State where the credit institution is located, subject to the prior approval of the WAMU Banking Commission. The nationality waiver is valid only for the specific category of functions—namely, that of a director or an executive officer—for which it is requested. Once the waiver has been granted, the non-WAMU national recipient may use it to hold the corresponding position for which it was approved, either within the same institution or in another institution located in the WAMU region, whether in the same country or another Member State.
It should be noted that, within the WAMU framework, directors collectively constitute the governing body (or deliberative organ). A director is a natural person appointed by the Articles of Association or by the General Meeting, in accordance with the provisions of the company law applicable to the institution. By extension, this also applies to any natural person permanently representing a legal entity serving as a director.
A distinction must be made between an Executive Director, an Independent Director, and more specifically, a Non-Executive Director. The former exercises executive functions in addition to their mandate as a board member.
The executive body (Senior Management), on the other hand, comprises all individuals or entities involved in the day-to-day management of an institution and responsible for ensuring that the business strategy defined by the governing body is effectively implemented.
The Managing Director (Chief Executive Officer), Deputy Managing Directors, Secretary General, and the persons in charge of control functions are deemed members of the executive body.
The same rule applies to decentralized financial systems (DFSs). Consequently, no one may direct, administer, or manage a DFS unless they are nationals of a WAMU Member State, or are treated as such under a special establishment agreement.
Non-WAMU nationals who cannot prove the existence of such an agreement must first apply to the Minister of Finance for a nationality waiver in order to hold the ormentioned positions within a DFS.
However, unlike the waiver procedure for credit institutions, the process for DFSs requires the prior approval of the Central Bank of West African States (BCEAO), rather than the Banking Commission.
With regard to financial companies, there is no specific procedure for the "prior approval" of their directors or managers. Furthermore, they are not subject to a nationality requirement within the WAMU Member States. However, since these institutions are required to submit a list of their directors and executive officers to the Banking Commission at the start of each half-year, as well as any subsequent updates, the Banking Commission may issue any observations it deems appropriate.
In addition, regardless of the category of regulated institution, the assumption, exercise, and termination of the duties of directors and executive officers are subject to specific regulatory provisions.
