1) A Person shall not hold controlling interest, or increase controlling interest in any Licensed Financial Institution, nor exercise powers, which render him a de facto holder of controlling interest, at the discretion of the Central Bank, unless he obtains Central Bank’s prior approval.

2) A Licensed Financial Institution shall also not allow any Person to hold controlling interest therein, unless it obtains Central Bank’s prior approval.

3) The Board of Directors shall issue regulations, rules, standards, conditions, instructions, and restrictions relating to interests and instances of control.

A Licensed Financial Institution shall not establish any branch or representative office inside the State or in other jurisdictions, or relocate or closedown any existing branch without Central Bank’s prior approval.

1) Licensed Financial Institutions shall:

• a. Provide the Central Bank with reports, information, statements and other documents, which it determined and considered necessary for achieving its objectives and discharge its functions.
• b. Appoint qualified employees and assign them the task of preparing the reports required by the Central Bank.
• c. Take appropriate measures to ensure that the Person assigned, in accordance with the paragraph (b) of this item, obtains the information required for preparation of the reports.

2) Licensed Financial Institutions are prohibited from issuing instructions or directives, or agree with any manager, officer, an employee working for it, an agent representing it, or auditor of its accounts, to decline to provide the Central Bank with the requirements referred to in item (1) of this article.

3) The Central Bank shall establish rules and guidelines for periodical compilation of information from Licensed Financial Institutions.

4) The Central Bank shall determine the nature, forms and frequency of submission of information. Licensed Financial Institutions shall provide such information in accordance with the instructions issued by the Central Bank in this regard.

5) The provisions of this article shall apply to branches of foreign Licensed Financial Institutions operating in the State.

6) The Board of Directors shall issue regulations, rules, standards, and instructions regarding provision of the requirements referred to in this article, and may take all the measures and actions against the concerned institution or any of its employees referred to in paragraph (b) of item (1) of this article.

1) Licensed Financial Institutions, along with their legal representatives, compliance officers, and auditors of accounts shall be responsible for, immediate reporting of any of the following to the Central Bank:

• a. Occurrence of any material or crucial developments, which may impact its activities, structure, or overall position.
• b. Occurrence of any violation to the provisions of this decretal law or the decisions, regulations, or instructions issued in implementation thereof.

2) The aforementioned Persons referred to in item (1) of this article shall not be considered to have breached any of their obligations if they, acting in good faith, filed a report as per provisions of this article, or provided information or opinion to the Central Bank. The Licensed Financial Institution shall not dismiss those mentioned in item (1) of this article without obtaining approval of the Central Bank.

3) The Central Bank shall establish a mechanism for accepting notifications concerning violations referred to in item (1) of this article.

1) Each Licensed Financial Institution shall be required to provide the Central Bank with the statements and reports relating to its financial position.

2) Each Licensed Financial Institution shall be required to provide the Central Bank, within a period not exceeding three (3) months from end of the financial year, or within such period as the Central Bank may specify, with the following:

• a. Copy of the audited balance sheet, showing use of assets and liabilities arising from operations of the concerned institution.
• b. Copy of the audited profit and loss account, and any related notes.
• c. Copy of report of auditors of accounts of the concerned institution.
• d. Copy of report of the board of directors of the concerned institution.

3) The Central Bank may also require the Licensed Financial Institution to provide the following:

• a. Copy of the interim profit and loss account, on semi-annual basis, or for other periods specified by the Central Bank.
• b. Any other additional reports, data or information it deems necessary.

1) A Licensed Financial Institution shall not merge with or acquire any other institution, regardless of its type of activity, nor transfer any part of its liabilities to another Person, without obtaining Central Bank’s prior approval.

2) Without prejudice to the established legislation in the State concerning merger and acquisition, the Board of Directors may issue all regulations, rules, standards, conditions, instructions, and directives pertaining to merger and acquisition.

3) The Licensed Financial Institution shall be notified, officially, of Central Bank’s decision rejecting the proposed merger or acquisition within a period not exceeding twenty (20) working days from date of its issue. The notice shall include the following:

• a. Content of the decision.
• b. Reasons for the decision.
• c. Effective date of the decision.
• d. A statement advising the concerned Licensed Financial Institution of its right to submit a grievance against the decision, by applying to the Grievances & Appeals Committee, in accordance with the provisions of this decretal law.

A Licensed Financial Institution shall not cease to operate, fully or partially or suspend its operations, or cease to carry-on all or part of its Licensed Financial Activities without approval of the majority of its shareholders and approval of the Central Bank.

1) The Board of Directors shall, for the purposes of prudential supervision, issue necessary instructions and directives to a particular Licensed Financial Institution, or to a number of Licensed Financial Institutions within a specific category, relating to:

• a. Compliance with Central Bank instructions and directives relating to prudential ratios determined by the Board of Directors, regarding capital adequacy and liquidity or any other purposes.
• b. Compliance with the required provisions, or processing of specific assets.
• c. Adherence to limits of large exposures.
• d. Adherence to limits of exposures to related parties.
• e. Satisfying any additional requirements relating to reporting.

2) The Central Bank may take any additional actions to those mentioned in item (1) of this article.

3) The Central Bank may instruct any subsidiary of a Licensed Financial Institution to take particular actions, or refrain from carrying on particular activities, in the following cases:

• a. If the Central Bank is the consolidated regulatory authority of the entities referred to in this item.
• b. If the Central Bank decided that such instruction is necessary for the exercise of effective and consolidated prudential supervision of the entities referred to in this item.

4) The instructions and directives referred to in item (3) of this article may include the following:

• a. Require the subsidiary of the concerned Licensed Financial Institution to suspend provision of particular services, or carrying on particular businesses or activities, or even closing down any of its offices or branches outside the State, if such services, businesses or activities may expose the concerned Licensed Financial Institution to additional risk, or to risks that cannot be managed effectively and appropriately.
• b. Require the subsidiary of the concerned Licensed Financial Institution to take all necessary actions to remove any impediments that may hinder effective consolidated supervision.

The Central Bank may set limits to which deposit-taking Licensed Financial Institutions shall adhere to in their operations, which include the following:

1) The maximum amount of total discount operations or loans and advances the Licensed Financial Institution is allowed to conduct, as of a certain date.

2) The maximum amount the Licensed Financial Institution may lend to a single Person, relative to its own funds.

3) Any other limits the Central Bank may determine.

1) The Central Bank shall establish a general framework for governance of Licensed Financial Institutions, and shall issue rules and regulations relating to organization of works of their boards of directors and shall determine the conditions to be met by nominees for membership of their boards of directors, and the requirements and conditions for appointment of their senior staff; provided that Licensed Financial Institutions listed in the State’s financial markets shall adhere to the minimum requirements of corporate governance set by the concerned regulatory authority.

2) Licensed Financial Institutions must obtain Central Bank’s prior approval for appointment, nomination of any Person for membership of their boards of directors or renewal of his membership, and appointment or renewal of the employment contract of any of their senior staff.

3) The Board of Directors may, as may be required to safeguard public interest, reject any Person’s nomination, appointment, or renewal of his membership in the board of directors of a Licensed Financial Institution, and may also reject appointment or renewal of the employment contract of any of its senior staff.

The Central Bank shall prepare an electronic guide, which would include all regulations, rules, standards, decisions, and circulars issued by the Central Bank in accordance with the provisions of this decretal law. Such guide shall be published and regularly updated on the Central Bank’s website.

The regulations, decisions, and circulars issued by the Central Bank in accordance with the provisions of this decretal law shall have no retroactive effect, and shall not prevent implementation of agreements concluded between Licensed Financial Institutions and their customers prior to their issuance. The Central Bank shall determine the required transitional period for Licensed Financial Institutions to reconcile their respective positions, according to the provisions of this decretal law.

1) The Central Bank may, at any time, dispatch any of its staff or any third party authorized to act on its behalf to Licensed Financial Institutions and their owned companies or subsidiaries, if it deemed necessary to ensure soundness of their financial positions, and their compliance with the provisions of this decretal law and the regulations and decisions issued in implementation thereof, and other established laws and regulations in the State.

2) In case of the conduct of examination of companies owned by Licensed Financial Institutions and their subsidiaries, which are regulated by any of the Regulatory Authorities in the State or in other jurisdictions, the Central Bank shall coordinate with the concerned regulatory authority in this regard.

3) The Central Bank may, in coordination with the concerned agencies in the State, inspect premises of any Person suspected of carrying on any of the financial activities referred to in Article (65) of this decretal law, without a license. The Central Bank may, in this respect, require the suspected Person to provide all information, documents, and records relating to the unlicensed financial activities, and may seize such information, documents, and records.

4) Licensed Financial Institutions, their owned companies and subsidiaries shall provide the staff referred to in item (1) of this article with all information, records, books, accounts, documents and data relating to the subject of examination, along with any information he may ask for, on timely basis.

5) Central Bank staff may, within the framework of the examination process, summon any related Person, on the time and place they may determine, to provide information, data, documents, or records relating to the examination process.

6) The Board of Directors may issue regulations, rules, standards, directives and instructions relating to mechanisms and procedures for examination of Licensed Financial Institutions.

7) The Central Bank may take all measures and actions it deems appropriate for achieving its objectives and discharging its functions, and may particularly take the following actions, if it was found that a violation to the provisions of this decretal law, or the regulations and decisions issued in implementation thereof, has occurred:

• a. Impose restrictions on some of the operations or activities carried on by the concerned Licensed Financial Institution.
• b. Require the concerned Licensed Financial Institution to take necessary actions to rectify the situation immediately.
• c. Appoint a specialized expert, or a qualified Central Bank employee, to advice the concerned Licensed Financial Institution or supervise, or oversee some of its operations, for a period specified by the Central Bank. The concerned Licensed Financial Institution shall pay remunerations of such appointee if he is an expert from outside the Central Bank.
• d. Take any other action or measure, or impose any penalties it deems appropriate.

8) Licensed Financial Institutions shall be required to pay all costs of examination and investigations process outsourced, by the Central Bank, to a third party, in case its violation to the provisions of this decretal law, and the regulation and decisions issued in implementation thereof, has been established.

The Central Bank may dispatch one or more of its examiners or experts, to undertake examination of entities of national Licensed Financial Institutions operating abroad, in collaboration and coordination with the concerned regulatory authorities in those jurisdictions;

Such would include entities of national Licensed Financial Institutions operating in Financial Free Zones in the State, in cooperation and coordination with the supervisory authorities of the concerned Financial Free Zone.

The Central Bank may assign an expert or a Person qualified in the area of Licensed Financial Activities, to provide it with a report on a subject specified by the Central Bank, relating to direct and indirect businesses and activities of a particular Licensed Financial Institution. Such would be carried out in accordance with the conditions and procedures established by the Central Bank, and at the expense of the entities referred to in this article.

Central Bank staff designated per decision issued by the Minister of Justice, in coordination with the Governor, shall, in establishing acts occurring in violation of the provisions of this decretal law, have the capacity of judicial officers.

1) Without prejudice to the provisions of the Civil Procedures Law, the Central Bank may request intervention in any lawsuit filed with judicial authorities to which a Licensed Financial Institution is party.

2) Law enforcement and other concerned authorities shall notify the Central Bank of any investigations or proceedings initiated against Licensed Financial Institutions. The Central Bank may provide such authorities with any clarifications, statements, or information it deems appropriate in this regard.