FINANCE UPDATE MARCH RD FLOOR, LAW UNION & ROCK BUILDING 14 HUGHES AVENUE, ALAGOMEJI, YABA, LAGOS, NIGERIA.

Transcription

1 FINANCE UPDATE MARCH RD FLOOR, LAW UNION & ROCK BUILDING 14 HUGHES AVENUE, ALAGOMEJI, YABA, LAGOS, NIGERIA.

2 HIGHLIGHTS OF THE CIRCULARS AND GUIDELINES ISSUED BY THE CENTRAL BANK OF NIGERIA IN MARCH, 2017 Dear Esteemed Clients, Introduction The Central Bank of Nigeria ( CBN ) issued the following Circulars/Guidelines in the month of March, We hope that you find some of the information useful in your operations. FPR/DIR/CIR/GEN/06/011: EXPOSURE DRAFT OF THE CODES OF CORPORTE GOVERNANCE FOR OTHER FINANCIAL INSTITUTIONS IN NIGERIA; FPR/DIR/GEN/CRM/06/013: CIRCULAR TO ALL COMMERCIAL, MERCHANT AND NON-INTEREST BANKS ON IDENTIFICATION OF SOME BORROWERS RECORDS WITHOUT BANK VERIFICATION NUMBER OR TAX IDENTIFICATION NUMBER MIGRATED FROM THE STOP-GAP TO THE REDESIGNED CREDIT RISK MANAGEMENT SYSTEM (CRMS); FPR/DIR/GEN/CRM/06/012: CIRCULAR TO ALL BANKS ON REGULATORY GUIDELINES FOR THE REDESIGNED CREDIT RISK MANAGEMENT SYSTEM (CRMS) FOR COMMERCIAL, MERCHANT AND NON- INTEREST BANKS IN NIGERIA. OFI/DIR/CIR/GEN/17/069:LETTER TO ALL DEVELOPMENT FINANCE INSTITUTIONS, MICROFINANCE BANKS AND FINANCE COMPANIES ACCOUNTING TREATMENT FOR MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT FUND; OFI/DIR/CIR/GEN/17/070: LETTER TO ALL OTHER FINANCIAL INSTITUTIONS (OFIS) IMMEDIATE ADOPTION OF EXAMINERS RECOMMENDED PROVISION AND AUDIT ADJUSTMENTS BY THE OFIS; FMD/DIR/CIR/GEN/08/006: UPDATE TO THE FOREIGN EXCHANGE DIRECTIVES; BSD/DIR/GEN/LAB/10/016: REVISED GUIDELINES ON BANCASSURANCE REFERRAL MODEL; AND DFD/MSEF/GEN/01/017: CBN GUIDELINES FOR THE OPERATIONS OF THE AGRI-BUSINESS/SMALL AND MEDIUM ENTERPRISES INVESTMET SHEME (AGSMEIS). 1. FPR/DIR/CIR/GEN/06/011:EXPOSURE DRAFT OF THE CODES OF CORPORTE GOVERNANCE FOR OTHER FINANCIAL INSTITUTIONS IN NIGERIA The CBN, in a bid to provide minimum acceptable governance standards for Other Financial Institutions ( OFIs ) in Nigeria and ensure high ethical conduct, has developed a distinct exposure draft code of corporate governance for primary mortgage banks, micro finance banks, mortgage refinance companies, development finance institutions, bureau de change and finance companies. The exposure draft contains five separate codes with stakeholders required to comment on the codes within three (3) weeks from the date of issuance of this circular. The submission date has however been extended by a further two weeks via a CBN circular dated March 29, 2017 and referenced FPR/DIR/CIR/GEN/06/014. Some of the salient provisions of the exposure draft guidelines are highlighted in the table below:

3 Item Bureau De Change Primary mortgage Development Finance ( BDCs) banks (PMBs) Institutions ( DFIs ) Application All BDCs in Nigeria. All PMBs in Nigeria. All DFIs in Nigeria Compliance External auditors of BDCs are to report annually to the CBN, the extent of the Board size and composition BDC s compliance with the provisions of the code. Minimum of three (3) and maximum of five (5) members (comprising of at least one independent director) all for a term of not more than five years.. External auditors of PMBs are to report annually to the CBN, the extent of the BDC s compliance with the provisions of the code. Minimum of seven(7) and a maximum of fifteen (15) members (comprising of a minimum of one (1) and a maximum of two (2) independent directors) External auditors of DFIs are report annually to the CBN, the extent of the DFI s compliance with the provisions of the code. Minimum of seven (7) and a maximum of eleven (11) members comprising of a minimum of one (1) and a maximum of two (2) independent directors Board Appointment and tenure Board meetings Shareholders- Equity ownership and protection of shareholders rights Existing CBN are guidelines 1 applicable. At least once every quarter of the year. Any qualified persons save government agencies may have equity holding in any BDC. Existing CBN guidelines 2 applicable. NED - maximum of three (3) terms of four (4) years each. Separation of the offices of the Chairman of the board and the Managing Director (MD/CEO). MD s tenure will be a maximum period of ten (10) years, with such tenure broken down into periods not exceeding five (5) years at a time.. At least once every quarter of the year. The prior approval of the CBN is required for any equity holding of 5% and above by any investor. Existing CBN guidelines are applicable and in case of DFI established by an Act, the enabling Act establishing the institution will be applicable. The tenure will be a maximum period of ten (10) years, with such tenure broken down into periods not exceeding five (5) years at a time. However, such a CEO will not be eligible for appointment in that capacity in the DFI or its subsidiaries until after a period of three (3) years. At least once every quarter of the year. Except for DFIs established by an enabling Act, the prior approval of the CBN is required for any equity holding of 5% and 1 CBN Guidelines on the appointment to the board of financial institutions 2 Supra

4 Where the shares are acquired through capital market, the bank is to apply for a no objection letter from the CBN immediately after the acquisition. above by any investor. Likewise, for shares acquired through capital market, the DFI is required to apply for a no objection letter from the CBN upon acquisition. Disclosure/Transparency Annual and Periodic financial reports are to be made in accordance to the statutory requirements stipulated in BOFIA 1991 as amended. The report should be timely, robust and of good quality. Whistle Blowing Applicable whistleblowing policy should be made known to employees, customers and other stakeholders. Risk management Adequate systems, policies and procedures for the identification, measurement, Sanctions monitoring and control of the risks inherent in its operations should be put in place. Any failure to comply with the Guidelines will upon conviction attract a term of imprisonment of not less than two (2) years, and not exceeding three (3) years or a fine of N5,000 for each day the non-compliance continues. Also, persistent failure to comply with the guidelines Timely, accurate and robust disclosures beyond the statutory requirements in BOFIA 1991 as amended, Companies and Allied Matter s Act (CAMA) 1990, and other applicable laws and standards are to be made periodically. Applicable whistleblowing policy should be made known to employees, customers and other stakeholders. A risk management framework specifying the governance architecture, policies, procedure and processes for the identification, measurement, monitoring and control of the risks inherent in its operations should be put in place. Any failure to comply with the Guidelines will be upon conviction attract a term of imprisonment of not less than two (2) years, and not exceeding three (3) years or a fine of N5,000 for each day the non-compliance continues. Timely, accurate and robust disclosures beyond the statutory requirements in BOFIA 1991 as amended, Companies and Allied Matter s Act (CAMA) 1990, and other applicable laws and standards are to be made periodically. Applicable whistleblowing policy should be made known to employees, customers and other stakeholders. A risk management framework specifying the governance architecture, policies, procedure and processes for the identification, measurement, monitoring and control of the risks inherent in its operations should be put in place. Failure to comply with the Guidelines will upon conviction attract a term to imprisonment of not less than two (2) years, and not exceeding three (3) years or a fine of N5,000 for each day the non-compliance continues

5 would be a ground for revocation of licence. Please refer to the exposure draft for comprehensive details of the requirements for BDCs, PMBs, DFIs, mortgage refinance companies, and Finance Companies at: df; 2. FPR/DIR/GEN/CRM/06/013:CIRCULAR TO ALL COMMERCIAL, MERCHANT AND NON-INTEREST BANKS ON IDENTIFICATION OF SOME BORROWERS RECORDS WITHOUT BVN OR TIN MIGRATED FROM THE STOP- GAP TO THE REDESIGNED CREDIT RISK MANAGEMENT SYSTEM (CRMS) As part of the efforts towards safeguarding the integrity of data and uniformly addressing incidents of any borrower s unwillingness to provide their Bank Verification Number ( BVN ) or Tax Identification Number ( TIN ), the CBN issued this circular to all commercial, merchant and non-interest banks informing them that the redesigned Credit Risk Management (CRMS) has gone live on 21 st February, 2017 and that the CRMS Regulatory Guidelines has been issued by the CBN. Further to the above, all affected banks are required to prepare and submit schedules of borrowers who have unwillingly failed to provide their BVN or TIN during the data cleansing phase. Some of the details required to be submitted by the bank are highlighted in the table below: Migrated records without BVN Borrower Identification, which shall include the borrower s code, full name(surname, first name, and Middle name), gender, date of birth and address. Borrower s Referees Identification, which shall include the full name (Surname, first name, and Middle name), Referee s bank name, bank/branch address and Account number, gender, date of birth and Address. Credit Record(s) Identification, which shall include a sub-schedule capturing each credit record s credit ID/CRMS Ref No, status (closed/live), and any outstanding amount. Migrated records without TIN Borrower Identification which shall include the Borrower s code, name of the company/firm, address and list of directors and their BVN. Borrower s Referees Identification, which shall include the name of the company/firm, referee s bank name/branch address and account number and address. Credit Record(s) Identification, which shall include a sub-schedule capturing each credit record s credit ID/CRMS Ref No, status (closed/live), and any outstanding amount. Please note that the information should be submitted to the Director, Financial Policy & Regulation Department within four weeks from the date of this letter. Soft copies of the same information may be forwarded to cbncrms1@cbn.gov.ng; 3. FPR/DIR/GEN/CRM/06/012: CIRCULAR TOALL BANKS ON REGULATORY GUIDELINES FOR THE REDESIGNED CREDIT RISK MANAGEMENT SYSTEM FOR COMMERCIAL, MERCHANT AND NON-INTEREST BANKS IN NIGERIA

6 The CBN has recently issued the Regulatory Guidelines for Commercial, Merchant and Non-Interest banks in Nigeria after the successful redesign of the Credit Risk Management System ( CRMS ). All commercial banks, merchant and non-interest banks are required to ensure steadfast compliance with the requirements of the guidelines as any rendition of any breach would be sanctioned with effect from 3 rd April We have highlighted below some of the major provisions of the guidelines: Scope of the guidelines The guidelines apply to all Commercial, Merchant and Non-interest banks licensed and regulated by the CBN and authorized to grant credit facilities or loans to its customers. Compliance with the guidelines The guidelines require all Participating Institutions to comply strictly with its provisions and any other existing regulations, guidelines or circulars on CRMS. In the event that there is a conflict between other regulations, guidelines or circulars relating to CRMS, the provisions of these guidelines shall prevail. The guidelines impose sanctions as stipulated in the CBN and Banks and Other Financial Institutions Act ( BOFIA ) on any participating bank that fails to comply with the provisions of the guidelines. Objectives of the guidelines The guidelines are aimed at: Ensuring that the beneficiary of any loan or credit extended by any regulated financial institutions in Nigeria is uniquely identified; Providing broad guidelines, minimum standards and requirements for the operation of the CRMS database in Nigeria; Identifying the stakeholders of the CBN CRMS and specify their roles and responsibilities on the operations of the CRMS; Providing an enabling environment for the operation of the CRMS and specify the scope of reporting for the purpose of CRMS return rendition; and Specifying minimum technical and business requirements for various stakeholders in the CRMS operations in Nigeria. Stakeholders The major stakeholders stipulated by the guidelines include: the CBN, the Nigerian Deposit Insurance Corporation (NDIC), the Asset Management Corporation of Nigeria (AMCON), all licensed Commercial and Merchant Banks, all licensed Non-interest Banks, all Development Financial Institutions (DFIs), all licensed Primary Mortgage Banks (PMBs), all licensed Finance Companies (FCs), and all licensed Microfinance Banks (MFBs).

7 It is important to note that the guidelines allows licensed private credit bureaus to continue to exist and perform their functions of rendering mandatory returns and complying with all the relevant circulars and guidelines on their operations. Please refer to the guidelines for comprehensive details of the roles and responsibilities of the stakeholders, the scope of reporting required the penalties and sanctions regime for non compliance, accountability for specific roles in participating banks, complaints and dispute resolution procedure for the CRMS at: 4. OFI/DIR/CIR/GEN/17/069: LETTER TO ALL DEVELOPMENT FINANCE INSTITUTIONS, MICROFINANCE BANKS AND FINANCE COMPANIES ACCOUNTING TREATMENT FOR MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT FUND This letter was issued by the CBN to provide guidance to Other Financial Institutions (OFIs) which benefit from the Micro, Small and Medium Enterprises Development Fund (MSMEDF), in accounting for the funds in their books. The funds which are available through direct or indirect funding are required to be treated in the books as follows: With respect to direct funding, MSMED Funds received directly from the CBN for on-lending to borrowers will be treated as on-balance sheet items as the OFIs bear the credit risk of the default. Also, the OFIs are required to ensure that: The assets and liabilities related to the MSMED Fund are stated as separate line items on the Balance Sheet with explanatory notes; There is a separate credit schedule for the on-lending facility; The on-lending facility is administered based on the provisions of the MSMEDF Guidelines/Memorandum of Understanding with the CBN, especially the section on interest rates; Provision for loan losses is in line with the prudential Guidelines; and The funds due to the CBN as repayment of the facility are segregated into funds repayable within 12 calendar months which should form part of the current liabilities in calculating the liquidity ratio. And also the funds are repayable after 12 calendar months. With respect to indirect funding, where the State Government/Federal Capital Territory ( FCT ) act as the primary obligor to the CBN, the MSMED funds received through State Governments/FCT for on-lending shall be treated as off-balance sheet items. While the OFIs, being the secondary obligors may also be susceptible to the risk which may crystalize where they fail to adhere to the terms and conditions of the MOU with the State Government/FCT.

8 In the event that the risks crystalize, the asset and liability should be reflected on the Balance Sheet. Also, OFIs with off-balance Sheet engagements are also required to ensure that: The Memorandum of Understanding ( MOU ) with the State Government as the primary obligors is duly signed by representatives of both the OFI and the State Government/FCT; The MOU clearly defines the terms and conditions of the engagement; and There is a full disclosure of all amounts received, disbursed and recovered as well as the performance of the loans in the Audited Financial Statements and Management Accounts. Please refer to the circular for comprehensive details at: ting%20treatment%20for%20msmedf.pdf; 5. OFI/DIR/CIR/GEN/17/070:LETTER TO ALL OTHER FINANCIAL INSTITUTIONS IMMEDIATE ADOPTION OF EXAMINERS RECOMMENDED PROVISION AND AUDIT ADJUSTMENTS BY THE OFIS COMPANIES ACCOUNTING TREATMENT FOR MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT FUND The routine examination report from the CBN or the Nigeria Deposit Insurance Corporation (NDIC) by the Other Financial Institutions ( OFIs ) requires all boards of each OFI to deliberate upon the report and give an undertaking that the recommendation will be implemented. Notwithstanding the above, the CBN has observed that most OFIs have failed in neither adopting the examiner s recommended provision for loan losses nor passing the audit adjustments in their books which have caused a discrepancy between the provision in the examination report, and the monthly/quarterly returns rendered to the CBN and the audited accounts. Also, the reliance on the inaccurate data has hindered the ability of the CBN to formulate effective policies for the OFI sector. Based on the above, the CBN has directed all OFIs to comply with the following directives: Pass all necessary entries, including audit adjustments, and/or examiners recommended provision in the latest examination report, into their ledgers, and same should be reflected in the next monthly returns to be sent to the CBN. Ensure that subsequent audit adjustments and examiners recommended provisions in the future examination reports are adopted immediately, and same received and deliberated upon by the board of the OFI and reflected in the next returns after the receipt of the report. It is important to note that failure of the OFIs to comply with the above directive would attract appropriate sanction as applicable to the type of the OFI. 6. FMD/DIR/CIR/GEN/08/006: UPDATE TO THE FOREIGN EXCHANGE DIRECTIVES

9 As part of the effort of the CBN towards increasing the availability of foreign exchange (FX)to all end-users and also guaranteeing a fair and verifiable exchange rate in the FX market, the CBN has directed all banks to do the following: Open a teller point for retail FX transactions( including buying and selling) in all locations in order to ensure access to foreign exchange by their customers and other users without any hindrance; Ensure they have an electronic display board in all their branches; showing the rates of all trading currencies, and customers must insist on processing FX transactions based on the displayed rates; Process and meet the demand for Travel Allowances (PTA/BTA) by end-users within 24 hours of such application provided the end-users meet the basic requirements outlined in the earlier directives issued by the CBN; and Process and meet demands for school fees and medical bills within 48 hours of such application. Further to the above, all banks are required to follow these directives with immediate effect as noncompliance would attract sanctions including but not limited to being barred from all future CBN foreign exchange interventions. 7. BSD/DIR/GEN/LAB/10/016: REVISED GUIDELINES ON BANCASSURANCE REFERRAL MODEL The CBN has issued the revised guidelines on the Bancassurrance Referral Model ( BRM ) to address developments in both the banking and the insurance sectors. The BRM Guidelines amends the previous guidelines on the offering of bancassurance products and placed more emphasis on bancassurance services as opposed to bancasurrance products which obtained in the previous guidelines. The BRM provides the framework for the offering of bancassurrance referral services in Nigeria and the application takes effect from 1 st April, Some of the amendments introduced by the revised BRM guidelines are highlighted in the table below: S/N Previous Guidelines on Bancassurrance Products 1. Section 3(4) prohibited banks from providing bancassurance products in a manner that contravenes the guidelines or any other statutory provision or law that applies to insurance products and services. 2. Section 4(5) required banks to ensure that only bancassurance products approved by relevant regulatory authority are offered to their customers by insurance companies. Revised Guidelines on Bancassurrance Referral Model Section 3(4) now prohibits banks from providing bancassurance referral service in a manner that contravenes these guidelines only. The reference to any other statutory provision or law that applies to insurance products and services has been deleted. Section 4(5) has been amended to expressly require banks to ensure that only insurance products approved by the National Insurance Commission ( NAICOM ) are offered by their partner insurance companies to their customers. 3. Section 5 required banks to obtain the Section 5 has been amended to modify the documents

10 approval of the CBN before offering any bancassurance products. To obtain such approval, banks are required to submit the following documents alongside their application: required for obtaining approval from CBN for the offering of bancassurance referral services. The documents referred to in item iv- vi has been deleted as part of the documentation required for obtaining CBN s approval. i. Extract of Board resolution approving the bancassurance product (approved by NAICOM) and the insurance companies it proposed to partner with; ii. iii. iv. Draft Bancassurance Agreement between the bank and the insurance company; The bank s assessment of risks and mitigants put in place; The product brochure stating features and benefits of the products; v. The evidence of no objection obtained by the insurance companies from NAICOM; and vi. The Referral Agent approval obtained by the bank from NAICOM. 4. Section 7 allowed banks to collect premium paid by customers as collecting agents for insurance companies. However, banks are expressly prohibited from sharing in the premium paid by the insured/policy holder to the insurance company. 5. Section 11 required banks to disclose in the notes to the annual financial statements referral commission earned from bancassurance products. 6. Section 12 imposed on the banks as part of the penalties for non-compliance with the provisions of the guidelines, prohibition from offering bancassurance products. Section 7 allows banks to collect premium from customers and same paid into the insurance company s account in the bank, if the bank is a banker to the insurance company under a customer /banker relationship; and with a valid instruction from the customer. Also, the express prohibition that banks should not share in the premium paid by the insured/policy holder has been deleted. Section 11 has been amended to require banks to disclose in the notes to the annual financial statements referral commission earned from bancassurance services. Section 12 has been amended to prohibit banks from offering bancassurance referral services as opposed to the prohibition from offering bancassurance products. 8. DFD/MSEF/GEN/01/017: CBN GUIDELINES FOR THE OPERATIONS OF THE AGRI-BUSINESS/SMALL AND MEDIUM ENTERPRISES INVESTMET SHEME

11 The CBN has recently issued guidelines for the operations of the Agri-Business/Small and Medium Enterprises Investment Scheme (the Scheme). The Scheme is a voluntary initiative of the Bankers Committee approved at its 331 st meeting held on 9 th February, 2017, and is aimed at supporting Federal Government s policy initiatives for the promotion of agricultural businesses and Small and Medium Enterprises (SMEs) as vehicles for sustainable economic development and employment generation. SME for the purpose of this Scheme refers to any enterprise that meets at least two (2) of the following criteria which are subject to the review by the Bankers Committee from time to time: Sales turnover not exceeding N4.5 billion; Total assets not exceeding N4.5 billion; and Number of tax paying employees not more than 250 Some of the salient points of the guidelines are highlighted below: Requirement of the Scheme The Scheme requires all banks in Nigeria to set aside 5% of their profit after tax (PAT) annually. Objectives of the Scheme The Scheme aims at: Guaranteeing easy access to finance for SMEs who are the engine of growth of the Nigerian economy; Creating a platform for the generation of more employment opportunities in Nigeria; Developing agricultural value chain and ensure sustainable agricultural practices; and Boosting managerial capacity of agri-business/smes as pipelines of growing enterprises that can become large corporate organisations. Scope of the Scheme The activities covered by the Scheme include: Agricultural investments which include production, storage, processing and logistics; SMEs in the real sector as well as services sector which are backward integrated into manufacturing/agriculture/mining/modular refineries including local initiatives in information and communication Technology; and Other activities as may be determined by the Bankers Committee from time to time. Maximum Investment Amount The maximum investment amount in any enterprise is limited to a maximum of N2billion. However, where the investment amount is in excess of the maximum allowable amount, the approval of the CBN will be required.

12 Investment Type/Investment Vehicle The investment type allowable under the Scheme which could be for start-ups, expansion of established companies or reviving of ailing companies shall be through equity - the form of fresh injection of capital. A Board of Trustees ( BoT ) is to be appointed by the Bankers Committee which shall be responsible for the management of the Scheme and will render report to the Committee on a regular basis. Tenor/Investment Period The Scheme shall be operated for a period of 10 (ten) years in the first instance and be reviewed after 5 (five) years of operations. Also, the investment made shall be for a maximum period of 10 (ten) years. The Guidelines also make provision for a three-year lock up period before exit in order to encourage value creation and boost the managerial capacity of the SMEs unless there is a material adverse event. Modalities of the Scheme The Scheme requires all participating banks to set aside 5% of their PAT annually after their financial statements have been audited by external auditors and approved for publication by the CBN. The funds shall be transferred to the CBN and warehoused in an account opened for the Scheme within 10 working days after the Annual General Meeting of the participating bank. All eligible applicants are required to submit applications through any of the participating banks to the CBN; and the CBN shall conduct initial review of the project to ensure that the project is within the focal sectors of the Scheme. All the projects that meet the requirement shall be forwarded to the Project Review Committee (PRC) who will appraise the project from the risk perspective and forward recommendations to the BoT. The Bot shall approve eligible projects for the release of funds by the CBN. All approved projects shall be forwarded to the CBN through the Chairman, sub-committee on Economic Development, Sustainability and Gender. Finally, the Bankers Committee s investment in the investee company/project will be distributed to participating banks in the proportion of their contribution to the Scheme on the investment date. Eligibility for Funding A prospective investor will be eligible for funding under the Scheme if: It has complied with the provisions of the Companies and Allied Matters Act, e.g., the filling of annual returns; It has complied with all applicable tax laws and regulations and render regular returns to the appropriate authorities; and It has applied through a participating bank. Please refer to the guidelines for comprehensive details on the requirements of the Scheme relating to prudential regulations, monitoring and reporting, roles and responsibilities of the stakeholders at: