CENTRAL BANK OF NIGERIA
GUIDELINES
FOR THE REGULATION AND SUPERVISION
                OF
       MICROFINANCE BANKS
            IN NIGERIA
          JANUARY 2020
CONTENTS
1.0      INTRODUCTION .................................................................................................................. 5
2.0      PERMISSIBLE AND NON-PERMISSIBLE ACTIVITIES ....................................................... 6
   2.1      Permissible Activities ................................................................................................... 6
   2.2      Non-Permissible Activities ......................................................................................... 7
3.0      CATEGORIES OF MICROFINANCE BANKS ................................................................... 9
   3.1      Tier 1 Unit MFB ................................................................................................................ 9
   3.2      Tier 2 Unit MFB ................................................................................................................ 9
   3.3      State Microfinance Bank ............................................................................................ 9
   3.4      National Microfinance Bank ..................................................................................... 9
4.0      OWNERSHIP AND LICENSING REQUIREMENTS .......................................................... 10
   4.1      Ownership Requirements ......................................................................................... 10
   4.2      Licensing Requirements ........................................................................................... 12
5.0      CORPORATE GOVERNANCE ........................................................................................ 19
   5.1      Basic Requirements ................................................................................................... 19
   5.2      Organizational Structure .......................................................................................... 20
   5.3      Certification ................................................................................................................. 20
6.0      FUNDING, ACCOUNTING AND RELATED MATTERS .................................................. 21
   6.1      Sources of Funds ......................................................................................................... 21
   6.2      Books of Account ....................................................................................................... 21
   6.3      Rendition of Returns ................................................................................................... 22
7.0      OPERATIONAL REQUIREMENTS FOR CBN INTERVENTION FUNDS ......................... 23
   7.1      CBN Interventions and Objectives ........................................................................ 23
   7.2      Role of MFBs ................................................................................................................. 23
   7.3      Credit Risk ..................................................................................................................... 23
   7.4      Single Obligor Limit .................................................................................................... 23
8.0    COMPLIANCE WITH MONEY LAUNDERING (PROHIBITION) ACT, 2011,
TERRORISM (PREVENTION) ACT, 2011 AND CBN (ANTI-MONEY LAUNDERING AND
COMBATTING THE FINANCING OF TERRORISM IN BANKS AND OTHER FINANCIAL
INSTITUTIONS IN NIGERIA) REGULATIONS, 2013 AND CIRCULARS .................................. 24
9.0   COMPLIANCE WITH PROVISIONS OF THE GUDELINES FOR WHISTLE-BLOWING
IN THE NIGERIAN BANKING INDUSTRY ................................................................................... 25
10.0     PUBLICATION OF AUDITED FINANCIAL STATEMENTS .............................................. 26
11.0     PRUDENTIAL REQUIREMENTS ......................................................................................... 27
12.0     COMPLIANCE WITH THE PROVISIONS OF THE RISK-BASED CYBERSECURITY
                                                                                                                                              2
FRAMEWORK AND GUIDELINES FOR OTHER FINANCIAL INSTITUTIONS .......................... 28
13.0      RISK MANAGEMENT........................................................................................................ 29
14.0      REQUIREMENTS FOR INCREASE IN SHARE CAPITAL ................................................. 30
15.0      DISLOSURE OF REQUIRED INFORMATION TO CREDIT REFERENCE BUREAUX ..... 31
16.0      OPERATIONAL REQUIRMENTS AND CONTROLS ....................................................... 32
17.0      APPOINTMENT OF EXTERNAL AUDITOR ...................................................................... 34
18.0      SCHEME OF ARRANGEMENT......................................................................................... 36
19.0      RESTRUCTURING AND RE-ORGANIZATION ................................................................ 37
20.0 TRANSFORMATION OF NON GOVERNMENTAL ORGANISATION –
MICROFINANCE INSTITUTIONS (NGO-MFI) ........................................................................... 39
21.0      CONDITIONS FOR REVOCATION OF LICENSE .......................................................... 40
22.0      EXIT CONDITIONS............................................................................................................ 41
23.0      SANCTIONS GRID ............................................................................................................ 42
24.0      INTERPRETATIONS OF TERMS ......................................................................................... 48
25.0 RECOMMENDED MINIMUM OPERATIONAL TEMPLATE FOR MICROFINANCE
BANKS IN NIGERIA ...................................................................................................................... 52
                                                                                                                                        3
These revised guidelines are issued by the Central Bank of
Nigeria [hereinafter referred to as “the CBN” or “the Bank”] in
exercise of the powers conferred on it by the Central Bank
of Nigeria Act CAP C4 LFN 2010 and the Banks and Other
Financial Institutions Act CAP B3 LFN 2010 [hereinafter
referred to as “BOFIA”].
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1.0   INTRODUCTION
The Microfinance Policy, Regulatory and Supervisory Framework was issued
December 15, 2005 and revised in 2011 to, among others, increase financial
inclusion rate in the country, improve access to financial services for the
economically active poor, pursue poverty eradication as well as
mainstream the informal microfinance sub-sector into the formal financial
system. The policy established microfinance banks as the crucial vehicle for
the attainment of these goals. Microfinance banks were expected to
provide access to financial services such as micro-savings, micro-credits,
transfer services and other financial products targeted at the economically
active poor. These services have, over time, evolved to include the
transmission of government’s developmental initiatives.
The CBN, in 2013, issued the Revised Regulatory and Supervisory Guidelines
for Microfinance Banks in Nigeria, to address challenges observed in the
implementation of the Microfinance Policy of 2005 and emerging
developments in the industry. The Guidelines sought to promote rapid and
sustainable growth of the microfinance industry, leveraging on global best
practice in microfinance banking.
The current review seeks to engender strong and financially sustainable
microfinance banks, enhance the safety and soundness of the
microfinance sub-sector.
The Guidelines shall be read in conjunction with the provisions of the CBN
Act, the BOFIA, other subsidiary legislations made under the Acts, as well as
written directives, notices, circulars, frameworks and other guidelines that
the CBN and other regulators in the financial services sector have issued or
may issue from time to time.
The Guideline covers categories of microfinance banks, ownership and
licensing requirements, permissible and prohibited activities, funding,
corporate governance, prudential and anti-money laundering
requirements, amongst others.
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2.0   PERMISSIBLE AND NON-PERMISSIBLE ACTIVITIES
2.1   Permissible Activities
      An MFB shall be allowed to engage in the provision of the following
      services to its clients:
      a. Acceptance of various types of deposits including savings, time,
         target and demand deposits from individuals, groups and
         associations;
      b. Provision of credit to its customers;
      c. Provision of housing micro loans;
      d. Provision of ancillary services such as capacity building on record
         keeping and small business management and safe custody ;
      e. Issuance of debentures to interested parties to raise funds from
         members of the public with the prior approval of the CBN;
      f.   Collection of money or proceeds of banking instruments on
           behalf of its customers including clearing of cheques through
           correspondent banks;
      g. Act as agent for the provision of mobile banking, micro insurance
         and any other services as may be determined by the CBN from
         time to time, within the geographic coverage of its licence;
      h. Appoint agents to provide financial services on its behalf in line
         with the CBN Agent Banking Guidelines, within the geographic
         coverage of its licence;
      i.   Provision of payment services such as salary, gratuity, pension for
           employees of the various tiers of government;
      j.   Provision of loan disbursement services for the delivery of the
           credit programme of government, agencies, groups and
           individual for poverty alleviation on non-recourse basis;
      k. Provision of banking services to its customers such as domestic
         remittance of funds;
      l.   Maintenance and operation of various types of account with
           other banks in Nigeria;
      m. Investment of its surplus funds in suitable money market
         instruments approved by the CBN;
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      n. Operation of micro leasing facilities, microfinance related hire
         purchase and arrangement of consortium lending;
      o. Participate in CBN Intervention Fund and funds other sources;
      p. Provision of microfinance related guarantees for its customers;
      q. Financing agricultural inputs, livestock, machinery and industrial
         raw materials to low- income persons;
      r. Investment in cottage industries and income generating projects
         for low-income persons as may be prescribed by the CBN from
         time to time;
      s. Provision of professional advice to low-income persons regarding
         investments in small businesses;
      t. Issuance of domestic commercial paper subject to the approval
         of the CBN;
      u. Provide financial and technical assistance and training to
         microenterprises; and
      v. Any other permissible activity as may be approved by the CBN
         from time to time
2.2   Non-Permissible Activities
2.2.1 MFBs shall not engage in the provision of the following financial
      services:
      a. Foreign currency        transactions,   except     foreign   currency
         borrowings;
      b. International commercial papers;
      c. International corporate finance;
      d. International electronic funds transfer;
      e. Clearing house activities;
      f. Collection of third party cheques and other instruments for the
         purpose of clearing through correspondent banks;
      g. Dealing in land for speculative purposes;
      h. Dealing in real estate except for its use as office accommodation;
      i.   Provision of any facility for speculative purposes;
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j.   Leasing, renting, and sale/purchase of assets of any kind with
     related parties and/or significant shareholders (five per cent or
     more of the equity) of the MFB, without the prior written approval
     of the CBN;
k. Financing of any illegal activities; and
l.   any activity other than those permitted as stated above or as may
     be prescribed by the Central Bank of Nigeria from time to time
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3.0   CATEGORIES OF MICROFINANCE BANKS
      There shall be four (4) categories of MFBs:
3.1   Tier 1 Unit MFB
      A Unit Microfinance Bank with urban authorization (Tier 1) shall
      operate in the banked and high-density areas, and is allowed to
      open not more than four (4) branches outside the head office within
      five (5) contiguous Local Governments Areas, subject to the approval
      of the CBN.
3.2   Tier 2 Unit MFB
      A Unit Microfinance Bank with rural authorization (Tier 2) shall operate
      only in the rural, unbanked or underbanked areas, and is allowed to
      open one branch outside the head office within the same Local
      Government Area subject to the approval of the CBN.
3.3   State Microfinance Bank
      A State Microfinance Bank is authorized to operate in one State or the
      Federal Capital Territory (FCT). It is allowed to open branches within
      the same State or the FCT, subject to prior written approval of the CBN
      for each new branch or cash centre. It shall not be permitted to open
      more than two branches in the same Local Government Area (LGA)
      unless it has established at least one branch or cash centre in every
      LGA of the State.
      A newly licensed State MFB shall not commence operations with more
      than ten (10) branches.
3.4   National Microfinance Bank
      A National Microfinance Bank is authorized to operate in more than
      one State including the FCT. A newly licensed National MFB shall not
      commence operations with more than ten (10) branches.
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4.0   OWNERSHIP AND LICENSING REQUIREMENTS
4.1   Ownership Requirements
4.1.1 A microfinance bank may be established by individuals, group of
      individuals, community development associations, private corporate
      entities and foreign investors subject to a maximum of 49%
      shareholding for individuals and aggregate related parties.
4.1.2 No individual, group of individuals, their proxies or corporate entities
      and/or their subsidiaries shall own controlling interest in more than one
      MFB, except as approved by the CBN.
4.1.3 A financial holding company that intends to set up any category of
      MFB as subsidiary shall be required to meet the prescribed capital and
      other requirements stipulated in these Guidelines.
4.1.4 Government’s participation in the establishment of microfinance
      banks shall be structured according to the following models:
  A. Fully Owned Government Microfinance Bank Model
      In this model, the State or Local Government is allowed 100 per cent
      ownership of the equity of a MFB but shall progressively divest its
      interest to private investors within a maximum period of five (5) years.
      Two variants of the model are envisaged as follows:
      (i) Government Fully Owned State Microfinance Bank:
         A state or local government is allowed to establish a state
         microfinance bank, which may, subject to prior approval of the
         CBN, be allowed to have branches within the local government
         areas in the state to reach its target market.
      (ii) Government Fully Owned Unit Microfinance Bank:
         A state or local government is allowed to establish a Unit
         microfinance bank, which may, subject to prior approval of the
         CBN, be allowed to have not more than one branch within the
         same local government area.
  B. Public-Private Partnership Model
      Under this model, state or local governments will collaborate with
      private sector entities to set up MFBs but shall progressively divest
      interest within a maximum period of five (5) years. The management
      and governance of the MFB shall be private-sector led.
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       The maximum shareholding ratio for government shall be sixty (60)
       percent and the contribution of the public/government shall be
       valued at an agreed valuation model subject to CBN approval.
  C. Government Sponsored Co-operative Model
       In this Model, a State Government supports a cooperative society
       already operating in its area to set up a Unit MFB with the
       understanding that in the course of operations, members of the
       society, through personal savings or accumulated profits, will
       progressively repay the Government’s investment and thus become
       full owners of the MFB within a maximum period of five (5) years.
       The government and co-operative society shall have 75:25
       shareholding ratio in this model. The MFB shall be professionally
       managed by the private sector and all facilities and infrastructure
       provided by the government shall be valued and capitalized.
4.1.5 Transformation Path
  A. A Tier 2 Unit MFB may transform to a Tier 1 Unit MFB subject to fulfillment
     of the requirement for a Tier 1 Unit MFB Licence.
  B.   A Unit MFB that intends to transform to a State MFB shall be required
       to obtain a State MFB licence, subject to fulfilling stipulated
       requirements.
  C. A State MFB that intends to transform to a National MFB must have at
     least five (5) branches which are spread across the Local
     Government Areas in the State of its original operation. It shall also
     be required to surrender its State MFB license and fulfill other stipulated
     requirements for a National MFB licence.
  D. Without prejudice to the above transformation path, new promoter(s)
     may be allowed to apply directly for any category of MFB licence.
  E.   Application for an upgrade to Tier 1 Unit, State or National MFB shall
       be forwarded to the Director, FPRD, with the following supporting
       documents:
        i. Original MFB Licence
        ii. A copy of the Board’s resolution authorizing the upgrade
        iii. Evidence showing that the new minimum capital requirement for
             the desired authorization license has been met.
        iv. Where there is an injection of capital, relevant documents shall
             be required.
        v. The proposed organizational structure.
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        vi. A copy of the audited financial statements for the immediate
             preceding financial year approved by the CBN.
        vii. Any other document/ information as may be required from time
             to time by the CBN.
4.2    Licensing Requirements
       Application for MFB licence shall be in three (3) stages, namely:
       (I) Pre-licensing Presentation
       (II) Approval-in-Principle
       (III) Final License
4.2.1 Requirements for Pre-licensing Presentation
       Promoters and investors shall be required to make pre-licensing
       presentation on the business case of the proposed MFBs to the CBN
       before a formal application for licence.
       This provision is also applicable to investors acquiring an existing MFB.
4.2.2 Requirements for grant of Approval-In-Principle (AIP)
  A)    The promoters of MFBs shall be required to submit a formal
        application for the grant of licence addressed to the Governor of
        the Central Bank of Nigeria.
  B)    The application shall be accompanied with the following:
         i.    Evidence of payment of non-refundable application fee to the
               Central Bank of Nigeria;
         ii.   Evidence of capital contribution made by each shareholder;
        iii.   Evidence of minimum capital deposit in line with Section 4.2.7 of
               this Guidelines, to be verified by the CBN;
        iv.    Evidence of name reservation with the Corporate Affairs
               Commission (CAC);
        v.     Detailed business plan or feasibility report which shall, at a
               minimum, include:
               a. Objectives of the Microfinance Bank;
               b. Justification for the application;
               c. Ownership structure in a tabular form indicating the name of
                  proposed investor(s), profession/business and percentage
                  shareholdings;
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       d. Sources of funding of the proposed equity contribution for
          each investor;
       e. Where the source of funding the equity contribution is a loan,
          such shall be a long-term facility of at least 7-year tenor and
          shall not be taken from the Nigerian banking system;
       f. Organizational      structure,    showing    functional   units,
          responsibilities, reporting relationships and grade of heads of
          departments/units;
       g. Schedule of services to be rendered;
       h. Five-year financial projection of the proposed bank
          indicating expected growth, profitability and the underlying
          assumptions; and
       i.    Details of information technology requirements and facilities.
C) For institutional investors, promoters shall forward the following
   additional documents:
      i.     Certificate of Incorporation and certified true copies of other
             incorporation documents.
      ii.    Board resolution supporting the company's decision to invest
             in the equity shares of the proposed bank;
     iii.    Names and addresses (business and residential) of owners,
             directors and their related companies, if any;
     iv.     Audited financial statements & reports of the company and
             Tax Clearance Certificate for the immediate past 3 years.
D) Draft copy of the company’s Memorandum and Articles of
   Association (MEMART). At a minimum, the MEMART shall contain the
   following information:
        i.   Proposed name of the MFB
       ii.   Objects clause
      iii.   Subscribers to the MEMART
      iv.    Procedure for amendment
      v.     Procedure for share transfer/disposal
      vi.    Appointment of directors
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E) A written and duly executed undertaking by the promoters that the
   bank will be adequately capitalized for the volume and character
   of its business at all times;
F) For regulated foreign institutional investors, an approval or a ‘no
   objection letter’ from the regulatory authority in the country of
   domicile;
G) Shareholders’ agreement providing terms for disposal/transfer of
   shares as well as authorization, amendments, waivers,
   reimbursement of expenses;
H) Statement of intent to invest in the bank by each investor;
I) Technical Services Agreement, where applicable;
J) Detailed Manuals and Policies covering:
   i.    Credit Policy Manual;
  ii.    Internal Audit Manual;
  iii.   Asset/Liability Management Policy (ALM Policy);
 iv.     Accounting policies and principles;
  v.     Roles and responsibilities of the senior management officials
         responsible for financial management;
 vi.     Treasury operations, including funds management, vouchers,
         payroll and procurement;
 vii.    Anti-Money Laundering and Combating Financing of Terrorism
         (AML/CFT) Policy;
viii.    Enterprise-Wide Risk Management Framework;
 ix.     Whistle Blowing Policy;
  x.     Code of Ethics and Business Conduct;
K) Bank Verification Number (BVN) and Tax Clearance Certificate of
   each member of the Board and significant shareholders.
L) Duly signed resume and valid means of identification for proposed
   shareholders of proposed MFB;
M) Criteria for selecting board members;
N) Board composition, directors’ duly signed resumes and valid means
   of identification. The size and composition of the board shall comply
   with the provision of the CBN Code of Corporate Governance for
   MFBs;
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    O) Consolidated statement of account              showing   the   capital
       contribution for all shareholders;
    P) Completed Fitness and Propriety Questionnaire; and sworn
       declaration of net worth executed by the proposed shareholders,
       directors and management personnel;
    Q) Any other information that the CBN may require from time to time.
    Following the receipt of an application, the CBN shall communicate its
    decision to the applicant within 90 days. Where the CBN is satisfied with
    the application, it shall issue an Approval-in-Principle (AIP) to the
    applicant
    The proposed bank shall not incorporate/register its name with the CAC
    until an AIP has been obtained from the CBN in writing, a copy of which
    shall be presented to the Corporate Affairs Commission (CAC) for
    registration.
4.2.3 Requirements for Granting of Final License
      Not later than six (6) months after obtaining the AIP, the promoters of
      a proposed Microfinance Bank shall submit an application for the
      grant of a final licence to the CBN, addressed to the Governor of the
      Central Bank of Nigeria. The application shall be accompanied by
      the following:
       i.    Evidence of payment of non-refundable licensing fee to the
             Central Bank of Nigeria;
      ii.    Certified true copy (CTC) of Certificate of Incorporation of the
             bank;
      iii.   CTC of MEMART;
     iv.     CTC of Form CAC 1.1 (Application for Registration of Companies);
      v.     Evidence of location of Head Office (rented or owned) for the
             take-off of the business;
     vi.     Schedule of changes, if any, in the Board, Management and
             Shareholding after the grant of AIP;
     vii.    Evidence of ability to meet technical requirements and modern
             infrastructural facilities such as office equipment, computers,
             telecommunications, to perform the bank’s operations and meet
             CBN and other regulatory requirements;
    viii.    Copies of letters of offer and acceptance of employment in
             respect of the management team;
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    ix.           List of proposed top management staff and duly signed resume
                  stating their qualification (including photocopies of academic
                  and professional credentials), experience, records of
                  accomplishments and valid means of identification;
      x.          Comprehensive plan on the commencement of the bank’s
                  operations with milestones and timelines for roll-out of key
                  payment channels; and
     xi.          Board and staff training programme.
4.2.4 Conduct of Pre-Licencing Inspection
      As a requirement to the grant of final licence, the CBN shall conduct
      an inspection of the premises and facilities of the proposed bank to,
      amongst others:
        a. Check the physical structure of the office building and
            infrastructure provided for take-off of the MFB;
            b. Sight the original copies of the documents submitted in support
               of the application for license;
            c. Meet with the Board and Management team whose resumes
               had earlier been submitted to the CBN;
            d. Verify the capital contributions of the promoters; and
            e. Verify the integration of its infrastructure with the National
               Payments System.
4.2.5 Requirements for commencement of operations
      The bank shall, in writing, inform the CBN of its readiness to commence
      operations and such information shall be accompanied by one copy
      each of the following:
             i.     Shareholders’ Register;
            ii.     Share certificate issued to each investor;
           iii.     Opening statement of affairs signed by directors and external
                    auditors;
          iv.       Enterprise Risk Management Framework (ERMF);
           v.       Internal control policy;
          vi.       Minutes of pre-commencement board meeting;
          vii.      Evidence of integration of their infrastructure with the National
                    Payments System; and
          viii.     Evidence of ability to meet technical requirements and
                    infrastructural facilities in office equipment, computers,
                    telecommunications, to perform banking operations, render
                                                                                   16
              regulatory returns, respond to CBN’s requests and handle
              customer complaints quickly and efficiently.
       ix.    Board and board committee charters stating the roles and
              responsibilities of the board and sub-committees;
4.2.6 Post-commencement Requirements
     A Microfinance Bank shall:
        i.    Comply with all guidelines and regulations issued by the CBN
              and other sector regulators.
        ii.   Maintain adequate accounting system and keep records that
              capture information which reflect the financial condition of the
              bank.
       iii.   Maintain not less than the prescribed minimum capital at all
              times.
       iv.    Always comply with the requirements incidental to the
              authorization to perform banking operations as stipulated by
              the CBN from time to time.
4.2.7 Financial Requirements
  a. The financial requirements for MFB types are as follows:
                                       Unit MFB
                                                          State MFB    National MFB
                                 Tier 1        Tier 2        (N)            (N)
                                  (N)           (N)
      Minimum Capital         200,000,000   50,000,000   1,000,000,000 5,000,000,000
      Non-refundable
                                100,000      100,000       200,000        300,000
      Application fee
      Non-refundable
                                250,000      250,000       500,000       1,000,000
      Licensing fee
      Non-refundable
                                 50,000       50,000       100,000        250,000
      Change of Name fee
  b. The prescribed minimum capital requirement for each Category of
     MFB may be reviewed from time to time by the Central Bank of
     Nigeria from time to time.
  c. The investment of the Share Capital Deposit in compliance with
     BOFIA, shall be subject to availability of investment instruments and
     upon the grant of license or otherwise, the Bank shall refund the sum
     deposited to the applicant, together with the investment income, if
     any, after deducting administrative expenses and tax on the income.
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4.2.8 Insurance Coverage
  a) Compliance with Deposit Insurance Scheme
     In accordance with Section 15(1) of the Nigeria Deposit Insurance
     Corporation (NDIC) Act 2006, every licensed MFB shall be required to
     insure its deposit liabilities with the Corporation.
  b) Compliance with Staff Fidelity Insurance
     In line with Section 33 of the NDIC Act 2006, an insured MFB shall have
     fidelity insurance coverage up to such level as may be prescribed
     from time to time by the NDIC.
4.2.9 Membership of National Association of Microfinance Banks
   i.    Every MFB shall be required to be a financial member of the National
         Association of Microfinance Banks (NAMB).
   ii.   MFBs are required to pay their annual subscription to NAMB not later
         than 31st January of every year.
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5.0      CORPORATE GOVERNANCE
5.1      Basic Requirements
      a. The provisions of the CBN Code of Corporate Governance (the
         Code) for MFBs shall be applicable to all categories of MFBs.
         Without prejudice to the provision of sub-section 2.4.2 of the Code,
         where a current employee of a commercial bank or other financial
         institution is proposed for the position of director in an MFB, the
         consent of the employer must be given in writing to the CBN.
      b. The provisions of the Revised Assessment Criteria for Approved Persons’
         Regime for Financial Institutions shall be applicable to Tier 1 Unit, State
         and National MFBs.
        The minimum qualifications and experiences for officers who would
        occupy key/top management positions in Tier 2 Unit MFBs shall comply
        with the provisions below:
        Managing Director/CEO
           A minimum of first degree or its equivalent in any discipline
            (additional qualification in any business related discipline would be
            an advantage);
           Evidence that the candidate possesses proven skills and
            competences in practical microfinance banking and has
            undergone the Microfinance Certification Programme and
            obtained a Certificate in Microfinance Banking issued by the
            Chartered Institute of Bankers of Nigeria (CIBN); and
           A minimum of 8 years post-graduation experience out of which, at
            least, 5 must have been in banking sector.
        Departmental Heads
           A minimum of National Diploma or its equivalent qualification in any
            business related discipline.
           Evidence that the candidate possesses proven skills and
            competences in practical microfinance banking.
           A minimum of 5 years post-graduation experience which must
            have been in financial services industry.
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5.2   Organizational Structure
      An MFB shall be required to obtain the approval of the CBN for its
      organizational structure and subsequent changes which must be
      appropriate for the size and the complexity of its operations. An MFB
      shall submit a formal application letter with the following supporting
      documents:
      a. Board resolution approving the new organizational structure.
      b. Copy of the previous organizational chart approved by the CBN
         showing functions or offices.
      c. Copy of the proposed organizational chart signed by at least two
         directors.
      d. Detailed comparative analysis of the current and proposed
         structures.
      e. Justification for the review of the organizational structure.
5.3   Certification
5.3.1 Head of Departments shall be required to obtain requisite
      certification in microfinance management from the Chartered
      Institute of Bankers of Nigeria (CIBN not later than three (3) years after
      assumption of office.
5.3.2 Failure to comply with the above condition shall be a ground for the
      removal of the affected officer.
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6.0    FUNDING, ACCOUNTING AND RELATED MATTERS
6.1    Sources of Funds
      The sources of funds of a MFB may include the following:
      a. Shareholders’ funds – (paid-up share capital and reserves);
      b. Deposits/Savings of customers;
      c. Debenture/qualifying medium-long term loans;
      d. Grants/Donations from individuals, organizations various tiers of
         government and international sources;
      e. Foreign borrowings with prior approval of the CBN;
      f.   Intervention Funds from the CBN and other sources;
      g. Fees and commissions; and
      h. Interest and investment income.
6.2    Books of Account
      a. The Board of Directors of an MFB shall ensure that the institution
         keeps proper books of account with respect to all transactions at
         the principal administrative office and in all its branches in English
         Language only.
      b. Books of account shall contain all information necessary to explain
         all transactions and give a true and fair view of the state of affairs
         of the MFB.
      c. The Books of account shall be presented in compliance with the
         International Financial Reporting Standards (IFRS).
      d. Where the Bank considers it necessary, it may appoint a firm of
         qualified accountants to prepare proper books of account or
         render accurate returns, as the case may be, for the MFB
         concerned. The cost of preparing the accounts or rendering the
         returns shall be borne by the MFB.
      e. If a Director, Manager or Officer of an MFB fails to take all
         reasonable steps to secure compliance with any of the provisions
         of this section, he or she shall be appropriately sanctioned in line
         with the provisions of this Guidelines.
                                                                             21
6.3   Rendition of Returns
6.3.1 The following monthly returns shall be submitted by all MFBs:
      a. Statement of Assets and Liabilities;
      b. Profit and Loss account;
      c. Schedule of Loans and Investments on sector basis (number and
         value).
      d. Schedule of liabilities (deposits) on maturity basis (number and
         value);
      e. Interest rate structure;
      f. Fraud and Forgeries (including NIL report);
      g. Schedule of balances held with banks and other financial
         institutions;
      h. Borrowings from other MFBs, other financial institutions, individuals
         and non-financial institutions;
      i. Credits to other MFBs, other financial institutions, individuals/non-
         financial institutions, shareholders, and affiliates;
      j. Credits to Directors, Management Staff and related parties;
      k. Non-performing credits;
      l. Off balance sheet engagements;
      m. Non-performing other assets;
      n. AML/CFT returns
      o. CBN Intervention funds; and
      p. Other items as may be specified by the CBN from time to time.
6.3.2 All monthly returns must reach the Directors of Other Financial
      Institutions Supervision Department (OFISD) of the CBN and Special
      Insured Institutions Department (SIID) of the Nigeria Deposit Insurance
      Corporation (NDIC) not later than 14 days after the end of each
      month. Suspicious Transaction Reports should be filed with Nigerian
      Financial Intelligence Unit [NFIU]
6.3.3 MFBs shall render corporate governance and whistle blowing returns
      on a semi-annual basis to the Other Financial Institutions Supervision
      Department (OFISD) not later than seven (7) days after the end of
      relevant period.
6.3.4 The Managing Director/Chief Executive Officer and the Chief
      Accountant [or equivalent] of the MFB shall sign and attest to the
      authenticity of the contents of the returns. The frequency of the returns
      may be reviewed from time to time by the CBN.
                                                                            22
7.0      OPERATIONAL REQUIREMENTS FOR CBN INTERVENTION FUNDS
7.1      CBN Interventions and Objectives
         In trying to achieve its strategic objective of sustainable economic
         growth and development, the CBN designs and implements policies
         and programmes aimed at encouraging the flow of finance/capital
         to the real sector of the Nigerian economy. These include intervention
         funds channeled to Small and Medium Enterprises to address one of
         the critical challenges that hinder them from playing their expected
         role in the economy.
7.2      Role of MFBs
         The CBN partners with financial institutions, including Microfinance
         Banks for the delivery of the interventions to the intended groups. The
         role of the MFB may vary per intervention and may include:
      a) Credit administration, whereby the MFB that serves as Participating
         Financial Institution [PFI] carries out due diligence of the customer and
         appraises the credit request and disburses the funds. In addition, the
         MFB is responsible for the monitoring of the facility and/or project.
      b) Channel for disbursement, whereby the MFB only disburses
         intervention funds on behalf of another party, e.g. State Government.
         Participating MFBs are expected to abide by the guidelines of the
         respective intervention and/or the agreement between the parties.
7.3      Credit Risk
         a) Where the MFB bears the credit risk of the intervention, such
            facilities shall be treated as “on-balance sheet items” with
            appropriate provisions made in line with Section 11.14 of this
            Guidelines.
         b) Where the MFB serves only as a disbursing channel for another
            party, e.g. on behalf of the State Government, the MFB is only
            expected to comply with the terms of agreement executed with
            the party.
         c) In any of the cases in paragraph (a) and (b) of this sub-section, full
            disclosure by the MFB on the intervention facilities shall be required.
7.4      Single Obligor Limit
         Where the MFB bears the credit risk of the intervention, the single
         obligor limit on the funds disbursed to loan beneficiaries shall be as
         applicable in the extant Prudential Guidelines for MFBs. Any
         exception to this provision should be with the approval of CBN.
                                                                                23
8.0   COMPLIANCE WITH MONEY LAUNDERING (PROHIBITION) ACT, 2011,
      TERRORISM (PREVENTION) ACT, 2011 AND CBN (ANTI-MONEY
      LAUNDERING AND COMBATTING THE FINANCING OF TERRORISM IN
      BANKS AND OTHER FINANCIAL INSTITUTIONS IN NIGERIA)
      REGULATIONS, 2013 AND CIRCULARS
      Every MFB shall comply with the Money Laundering [Prohibition] Act,
      2011 [as amended]; terrorism Prevention Act, 2011 [as amended];
      CBN AML/CFT Regulations, 2013 and all relevant AML/CFT regulations
      and circulars. Also, an MFB shall have a Compliance Officer
      designated for this purpose, who shall not be below the grade of a
      Management staff.
      All MFBs are required to develop and implement appropriate policies,
      processes and procedures to mitigate the risk of money laundering
      and financing of terrorism including the designation of a Compliance
      Officer, who shall not be below the grade of a Management staff.
      Failure to comply with the extant AML/CFT laws and regulations shall
      attract sanctions in line with the CBN Administrative Sanctions
      Regulations 2018.
                                                                        24
9.0   COMPLIANCE WITH PROVISIONS OF THE GUDELINES FOR WHISTLE-
      BLOWING IN THE NIGERIAN BANKING INDUSTRY
9.1   MFBs shall be required to comply with the provisions of the Guidelines
      for Whistle-blowing in the Nigerian Banking Industry and relevant
      circulars as issued by the CBN from time to time.
                                                                          25
10.0   PUBLICATION OF AUDITED FINANCIAL STATEMENTS
10.1   Every MFB shall submit its audited financial statements and the
       abridged version of the accounts to the Director, Other Financial
       Institutions Supervision Department (OFISD) for approval for
       publication not later than four months after the end of the financial
       year;
10.2   All MFBs shall display the abridged version of the audited financial
       statements in a conspicuous place at its Head Office and all its
       branches;
10.3   National MFBs are required to publish their annual accounts in a
       national daily newspaper;
10.4   The Domestic Report on the Accounts from the External Auditors shall
       be forwarded to the Director, OFISD of the CBN not later than three
       months after the end of the accounting year;
10.5   Every audited account shall disclose in detail, the penalties paid as a
       result of the contravention of BOFIA, 1991 [as amended], Circulars or
       Policy Guidelines in force during the year in question and the auditor’s
       report shall reflect such contraventions; and
10.6   No MFB shall hold its Annual General Meeting (AGM) without prior
       approval of its Annual Audited Account by the CBN.
                                                                             26
11.0   PRUDENTIAL REQUIREMENTS
11.1   MFBs shall be required to comply with the provisions of the Prudential
       Guidelines for Microfinance Banks in Nigeria and relevant circulars as
       issued by the CBN from time to time.
                                                                           27
12.0   COMPLIANCE WITH THE PROVISIONS OF THE RISK-BASED
       CYBERSECURITY FRAMEWORK AND GUIDELINES FOR OTHER FINANCIAL
       INSTITUTIONS
       MFBs shall comply with the provisions of the Risk-based Cybersecurity
       polices as may be issued by the CBN from time to time
                                                                          28
13.0   RISK MANAGEMENT
13.1   Every MFB shall be required to put in place appropriate policies,
       processes and procedures to identify, measure, monitor and control
       its risk exposures.
13.2   At minimum, the Enterprise Risk Management Framework shall
       provide for the management of the following risks as contained in the
       Supervisory Framework for Banks and Other financial Institutions in
       Nigeria:
       a. Credit Risk
       b. Market Risk
       c. Operational Risk
       d. Liquidity Risk
       e. Legal and Regulatory Risk
       f.   Strategic Risk
       g. Reputational Risk
       h. Insurance Risk (for MFBs involved in micro insurance business).
13.3   On an annual basis, National MFBs shall, not later than the end of April,
       submit to the CBN the Internal Capital Adequacy Assessment Process
       (ICAAP) report as at 31 December of the previous year.
                                                                             29
14.0   REQUIREMENTS FOR INCREASE IN SHARE CAPITAL
14.1   All increases in share capital in any form shall be approved by the
       CBN prior to filing with the Corporate Affairs Commission (CAC). The
       request for approval shall be supported with the following:
       a. Formal application letter to CBN;
       b. Board resolution authorizing the increase;
       c. Extract of resolution at the Annual General Meeting (AGM) or
          Extraordinary General Meeting (EGM);
       d. Schedule in a tabular form indicating existing and prospective
          shareholders with the proportion of their shareholding;
       e. Evidence of deposit for shares. Cash payment for shares purchase
          shall be subject to maximum of One Hundred Thousand (N100,000)
          Naira.
       f. Statements of accounts from banks reflecting the cheques lodged
          and cleared;
       g. Vouchers showing evidence of internal transfer or payment for the
          rights issues allotted;
       h. Provide means of identification, tax clearance certificates, Bank
          Verification Number (BVN) and Resumes for acquisition of 5 per
          cent and above.
       i. Submit board resolution, preceding three (3) years audited
          accounts, MEMART and tax clearance certificates for institutional
          investors.
       j. MFB transforming into a Public limited Liability Company (PLC) shall
          provide approval from Securities and Exchange Commission
          (SEC).
       k. Any other information that may be required or stipulated by the
          CBN.
14.2   Upon filling with the CAC, MFBs shall submit the following documents
       to the CBN:
       a. Amended Form CAC 1.1
       b. Evidence of payment of stamp duty;
       c. CAC Share increase certificate;
       d. Share certificates issued to shareholders;
       e. Photocopy of the share register showing the entries of allotment;
          and
       f. Any other information that may be required or stipulated by the
          CBN from time to time.
                                                                            30
15.0   DISLOSURE OF REQUIRED INFORMATION TO CREDIT REFERENCE
       BUREAUX
       1. MFBs shall be required to register with at two (2) licensed Credit
          Bureaux
       2. Every MFB shall be required to provide:
        a. information on all its credit clients to at least two (2) licensed
           Credit Bureaux.
        b. information on its customers involved in financial malpractices,
           including the issuance of dud cheques
        c. details of non-performing loans or credit facilities classified as
           pass and watch, sub-standard, doubtful or lost in its portfolio,
           where:
        d. the amount owed is not in dispute;
        e. the customer has not made satisfactory proposals for repayment
           following formal demands; and
        f. the customer has been given at least 28 days’ notice of the
           intention to disclose that information to the Credit Bureau;
        g. MFBs shall not divulge customers’ information other than those
           referred to in the above sub-section (a) to the Credit Bureau
           without the customers’ consent.
        h. Nothing in this section shall prevent MFBs and Credit Bureau from
           disclosing the information referred to in paragraph (a) above
           provided the information is disclosed in good faith and/or in the
           normal course of business.
        i.   A Customer of an MFB shall have the right to know that
             information on their credit status has been forwarded to the
             Credit Bureau.
                                                                           31
16.0   OPERATIONAL REQUIRMENTS AND CONTROLS
16.1   Opening/Relocation and Closing of Branches/Cash Centres
       MFBs shall obtain approval from the CBN, in writing, to open, relocate
       or close its head office, branches or cash centres.
       MFBs shall consider environmental, social and governance factors in
       the establishment, relocation or closure of their head offices,
       branches or cash centres in line with the Sustainable Banking
       Principles and Guidelines for the Nigerian Banking Industry.
16.2   Change of Name
       Every MFB shall be required to obtain CBN’s approval before effecting
       a change of name as contained in its operational licence
16.3   Display of Licence
       A copy of an MFB’s licence shall be displayed in a conspicuous
       position at its Head Office, branches and cash centres.
16.4   Display of Interest Rates and Fees
       Every MFB shall display in a conspicuous place at its Head Offices,
       branches and cash centres, its annualized interest rates and fees.
16.5   Internal Controls and Audit
   a. Every MFB must include a statement on the effectiveness of the
      internal control signed off by at least two members of its Board of
      Directors as part of its audited financial statements. Also, a
      declaration on the risks inherent in the business of the MFB and the
      controls put in place to mitigate the identified risks shall be part of the
      directors’ reports.
   b. Where it is established that an officer of an MFB has been involved in
      fraud related offences, the officer shall be reported to the CBN for
      listing in the “Black Book”;
   c. Every MFB shall be required to comply with the ‘Regulatory
      Framework for Bank Verification Number (BVN) operations and
      Watchlist for the Nigerian Financial System’
   d. Every MFB shall develop, implement and submit evidence of
      implementation of an internal control framework in line with the
      Principles of the Committee of Sponsoring Organizations (COSO) of
      the Treadway Commission, 2013 and should comprise the following
      areas of internal control;
                                                                              32
          i.   Control environment
         ii.   Risk assessment
        iii.   Control activities
       iv.     Information and communication, and
        v.     Monitoring.
   e. Every MFB shall have an Internal Audit Unit. The Internal Auditor shall
      report directly to the Board Audit Committee.
16.6   Opening Account with CBN
   a) MFBs shall allowed to open account with the CBN, be eligible to
      participate in CBN intervention funds and the Development Bank of
      Nigeria’s on-lending activities provided the following conditions are
      met.
         i) Meet the minimum capital requirement;
         ii) Ensure that its operations are in line with the Code of Corporate
              Governance for MFBs;
         iii) Three preceding years audited financial statements;
         iv) Obtaining an approval in writing from Director, OFISD to open
              an account with the CBN
         v) Any other condition (s) that may be specified by the CBN from
              time to time
   b) National and state MFBs that comply with the provisions of paragraph
      (a) of this sub-section shall be eligible to open accounts with CBN
      branches in their respective states of authorization. Also, National
      MFBs may elect to open accounts with Banking Services Department
      (BKSD) of the CBN.
                                                                            33
17.0   APPOINTMENT OF EXTERNAL AUDITOR
       MFBs shall appoint an external auditor which shall be approved by
       the CBN. The auditor shall satisfy the following requirements:
       a. A member of a recognized professional accountancy body in
          Nigeria;
       b. Currently in professional practice as accountant and auditor in
          Nigeria;
       c. No person or auditing firm shall be appointed as the auditor of an
          MFB if:
           i.     He/she has interest in that MFB other than as a depositor;
           ii. He/she is a Director, Officer or agent of such institution;
           iii.It is a firm in which a Director of the MFB has interest as partner
               or Director;
           iv. It is a firm in which a Director of the MFB is the spouse of a
               partner or Director; and
           v. He/she is indebted to the MFB.
       d. Any auditor who is subsequently affected by Section 17.1.1(c)
          above shall immediately cease to carry on as the auditor of the
          MFB.
       e. If any MFB fails to appoint or fill a vacancy for an approved
          auditor, the CBN shall appoint a suitable person for that purpose
          and shall fix the remuneration to be paid by the MFB to such
          auditor.
17.1   The responsibilities of an approved external auditor shall include the
       following amongst others:
       a. To immediately report to the CBN formally if he/she is satisfied that:
           i.     There has been a contravention of BOFIA, 1991 [as amended]
                  or that an offence under any other law, guidelines, circulars,
                  etc. has been committed by the MFB or any of its Officers; or
                ii. Losses have been sustained by the MFB which had
                    substantially reduced its capital funds; or
                iii. Any irregularity which jeopardizes the interest of depositors
                     or creditors of the MFB has occurred, or
                iv. The firm is unable to confirm that the claims of the depositors
                    or creditors are covered by the assets of the MFB.
                                                                                34
       b. To forward to the CBN two (2) copies of the domestic report on
          the activities of the MFB not later than three (3) months after the
          end of the financial year of such MFB.
       c. To have access, at all times, to the books, accounts and vouchers
          of the MFB and be entitled to require from Directors, Managers
          and Officers of the MFB all information and explanation
          considered necessary for the performance of the audit.
       d. No Audit Firm shall serve the same institution as External Auditor
          for a continuous period exceeding ten (10) years.
17.2   The appointment and change of external auditors shall require the
       approval of CBN, supported with the following documents:
        a. Board resolution;
        b. Shareholders resolution at AGM/EGM;
        c. Justification for the appointment or change;
        d. Disengagement letter to the previous External Auditors;
        e. Disengaged External Auditors’ response to (d) above;
        f. Statement of compliance with Section 29 (2 and 3) of BOFIA by
           the proposed External Auditors;
        g. Letter of engagement;
        h. Letter of Acceptance of the audit services by the proposed
           External Auditors;
        i. External Auditors’ practicing licence;
        j. Profile of the proposed Auditors and particulars of Partners; and
        k. Resume and means of identification of the principal Partner(s).
           Each page of the Resume must be signed.
                                                                           35
18.0   SCHEME OF ARRANGEMENT
       a. MFBs shall not enter into any “Scheme of Arrangement” with its
          creditors/investors without the prior approval of the CBN.
       b. Any MFB that is unable to meet its obligations to its depositors,
          creditors or investors shall submit a proposal to restore liquidity or
          viability and for eventual settlement of its outstanding obligations
          to the Director of OFISD for consideration and approval.
       c. Upon CBN approval, notification of the scheme shall also be made
          to the Director of SIID by the MFB.
                                                                              36
19.0   RESTRUCTURING AND RE-ORGANIZATION
19.1 Except with the prior approval of the CBN, no MFB shall enter into an
     agreement or arrangement:
       a. Which will result in a change in the control of the MFB;
       b. For the sale, disposal or transfer of the whole or any part of the
          business of the MFB;
       c. For the amalgamation or merger of the MFB with any other
          company;
       d. For the restructuring of the MFB;
       e. To employ a managing agent or to transfer its business to any such
          agent and;
       f. Any other requirement as may be specified by the CBN from time
          to time.
19.2   Documentation to submit for restructuring and re-organization shall
       include the following:
       a. Excerpt of special resolutions at an EGM or AGM;
       b. Court order sanctioning the special resolutions;
       c. Justification for intended capital restructuring;
       d. Agreement with relevant parties (investors/creditors);
       e. Schedule of new investors/creditors with details of capital
          invested/long-term credit lines, including sources of the funds; and
       f. Business profile, Memorandum, and Articles of Association, Board
          resolution of institutional investor(s) and creditors, if any.
19.3   Mergers and Acquisition
       The following documents shall be submitted for approval of Mergers
       and Acquisitions:
       a. Application letter signed by the Chairman and Managing Director
          of each of the merging institutions.
       b. Board resolution.
       c. Extract from the AGM or EGM ratifying the resolutions of the Board.
       d. Audited statement of affairs or statement of accounts.
       e. Agreement between the acquiring and target entities.
       f. Memorandum and Articles of Association of the acquiring
          institution.
       g. Certificate of Incorporation of the acquiring institution.
       h. List of significant shareholders of the existing institutions (i.e.
          shareholding of 5% and above) showing their names, business and
          residential addresses (not P.O. Box).
                                                                            37
i. Proposed organizational structure, showing functional units,
   reporting relationships and status of heads of departments/units of
   the successor institution.
j. List of proposed directors, their curriculum vitae, designation and
   interests they are to represent in the successor institution.
k. List of the proposed top management staff of the enlarged
   institution, their designations and duly signed Resume.
l. Due diligence report on each of the merging institutions.
m. Criteria for selecting new board members, including independent
   directors.
n. Comprehensive integration plan, for the enlarged institution
   covering at a minimum, enterprise risk management, business
   continuity and corporate governance.
o. Board resolution to change the name of the MFB (where
   applicable) and the proposed name.
p. Evidence of payment of fee for the change of name (where
   applicable).
q. Evidence of name reservation with Corporate Affairs Commission
   (CAC).
                                                                    38
20.0   TRANSFORMATION OF NON GOVERNMENTAL ORGANISATION –
       MICROFINANCE INSTITUTIONS (NGO-MFI)
       a) An NGO-MFI wishing to obtain an operating licence as a
          microfinance bank shall be required to meet the stipulated
          provisions in the Regulatory and Supervisory Guidelines for MFBs in
          Nigeria.
       b) A transforming NGO-MFI shall be required to provide an
          Institutional Assessment by a rating agency covering the following
          areas:
             i.   The Institution’s financial position
            ii.   Governance structure
           iii.   Human resources
          iv.     Risk management policy
           v.     Control procedures
          vi.     Accounting
          vii.    Management Information Systems.
       c) The institution shall also be required to submit separate monthly
          returns of its microfinance portfolio, aside from its other lending
          activities.
       d) A Certified Statement of Affairs by a firm of Chartered
          Accountants acceptable to the CBN shall also be required.
       e) In determination of the minimum capital requirement/
          shareholders’ funds, an existing NGO-MFI shall be exempted from
          depositing the paid-up capital requirement with the Central Bank
          of Nigeria.
       f) Where capital/shareholders’ funds falls short of the regulatory
          requirement, the NGO-MFI shall be required to deposit the
          shortfall with the CBN for verification and approval.
                                                                           39
21.0   CONDITIONS FOR REVOCATION OF LICENSE
       The license of an MFB may be revoked for any of the following
       reasons:
       a. Submission of false information/data during and/or after the
          processing of the application for license;
       b. The use of proxies or disguised names to obtain a license to
          operate as an MFB;
       c. Engaging in non-permissible activities as specified in Section 2.2
          of this Guidelines;
       d. Persistent failure to comply with request for information/data in
          the form required/specified by the CBN;
       e. Diversion or misuse of CBN intervention fund;
       f.   Failure to redeem matured obligations to customers;
       g. Failure to render statutory returns for a continuous period of 6
          months or for a cumulative period of 6 months in a financial year;
       h. Unauthorized closure of business activities;
       i.   Failure to comply with any directive issued by the CBN;
       j.   Critically undercapitalized or insolvent; and
       k.   Any other grounds for revocation as may be specified by the
            CBN from time to time.
                                                                          40
22.0   EXIT CONDITIONS
       The condition for exit of a licensed MFB shall be as prescribed by the
       relevant sections of the BOFIA and the CAMA
                                                                           41
23.0   SANCTIONS GRID
S/N      OFFENCES                              PENALTIES
 2 Engaging            in    A fine of N500,000. In addition, the bank
    activities   outside     shall forfeit the estimated profit from the
    the        approved      engagement.
    business.
 3 Opening branch or        A fine of N500,000, N1,000,000 and
    cash office without     N2,000,000 per branch opened for a Unit,
    the approval of         State and National MFBs respectively; and
    the CBN.                the closure of such branch within a period
                            of thirty (30) days.
  4    Failure to close A penalty of N10,000 for each day of
       unapproved           default irrespective of the category of the
       branch office or a MFB.
       cash centre in line
       with             the
       Guidelines.
  5    Relocation        of A fine of N500,000, N1,000,000 and
       Head         Office, N2,000,000 for a Unit, State and National
       Branch        Cash MFBs respectively.
       Centre      without .
       prior approval of
       the CBN.
  6    Failure of the MFB A fine of N500,000 irrespective of the
       to obtain prior category of the MFB.
       approval of the
       CBN for change of
       name.
       Failure to display A fine of N100,000 for each location
       licence in the H/O without the display of the licence.
       and branches.
       Failure to display A fine of N50,000 after which N5,000 shall
       interest rates and be payable for each day during which
       fees in all its offices. the offence continues.
       Failure to seek the   A penalty of N500,000, N1,000,000 and
       CBN’s prior written   N2,000,000 for Unit, State and National
       approval     before   MFBs respectively and the nullification of
       the appointment       the appointment.
                                                                           42
S/N       OFFENCES                             PENALTIES
      of   an   external
      auditors.
 7    Failure             or   A fine of N500,000 and/or the
      negligence of an         determination of his/her status as an
      External Auditor to      approved auditor to all financial
      comply with the          institutions under the supervisory purview
      provisions of this       of the CBN.
      Guidelines.
 8    Failure to comply        A fine of N500,000, N750,000 and
      with the provision       N1,000,000 for Unit, State and National
      of    scheme        of   MFBs respectively.
      arrangements
 9    Failure to obtain        A fine of N500,000 regardless of the
      the CBN approval         category of the MFB.
      before going into
      any      form       of
      restructuring or re-
      organization.
10    Technical                Revocation of licence.
      insolvency
11    Failure to redeem        Revocation of licence.
      matured
      obligations for a
      consecutive
      period of three (3)
      months
12    Engaging            in   Revocation of licence.
      activities /functions
      outside           the
                                                                            43
S/N         OFFENCES                           PENALTIES
      permissible scope
      of its licence.
13    Multiple                 Revocation of licence.
      ownership/using
      proxies to obtain a
      licence to operate
      as an MFB.
14    Investing       more     A penalty of 1% of the excess investment
      than       20%      of   in fixed assets and prohibition of further
      shareholders’ fund       investment in fixed assets until the
      unimpaired         by    requirement is achieved.
      losses     in   fixed
      assets.
15    Failure     by    any    A fine of N500,000 and removal from
      Director or Officer      office of the Director or Officer.
      to disclose interest
      in any facility
16    Declaration      or      The Directors and the Chief Executive
      payment          of      Officer of the MFB shall be liable to a
      dividend          in     penalty of five (5) percent of the gross
      contravention of         dividend paid and such other sanctions
      the      Prudential      as may be deemed appropriate by the
      Guidelines for MFBs      CBN.
17    Failure          to      A     fine   of   N100,000    for   each
      implement        all     recommendation not fully implemented.
      recommendations          Persistent non-implementation of the
      contained in the         recommendations contained in the
      CBN/NDIC                 examination reports shall be considered a
      examination              ground for the removal of the affected
      reports.                 Board member(s) and management staff
                               from office.
18    Revaluation       of     A penalty of 1% of the revaluation
      fixed assets without     amount, reversal to the previous value
      CBN approval.            and issuance of a warning letter to the
                               MD/CEO.
19    Failure of an MFB to     A fine of 1% of the amount not invested
      maintain at least        and excess amount above the 10% limit.
      5% and not more
      than 10% of its
      deposit liabilities in
      treasury bills.
                                                                            44
S/N      OFFENCES                           PENALTIES
 20 Investments     of       A penalty of 1% of the excess investment
    more than 15% in         in placements and fixed deposits.
    placements and
    fixed deposits.
 21 Contravention of         A penalty of 5% of the excess amount
    the single obligor       above the limit and a letter of warning to
    limit without CBN        the Managing Director.
    approval.
23   Failure to comply Suspension from further participation in
     with Terms and CBN’s intervention funds until so
     Conditions guiding determined by the CBN.
     the           CBN’s
     Intervention Funds.
25   Failure to maintain     A fine of N100,000 for each Director and
     proper books of         N50,000 for each of the officers involved.
     accounts       and      In addition, a warning letter shall be
     records                 served on the Managing Director of the
                             affected bank.
                             If any default in this respect is caused by
                             the willful act of any Director or Officer of
                             the MFB, such Director or Officer shall be
                             removed from office and blacklisted in
                             order to protect the integrity of the
                             financial system. In addition, the Bank
                             may impose on the MFB such other
                             penalties as are deemed appropriate.
26   Persistent              Revocation of licence.
     failure/refusal    to
     render returns in
     the       prescribed
     format      for     a
     continuous period
     of six (6) months in
     a calendar year.
27   Submission of false/    A fine of N250,000 and a warning letter to
     inaccurate              the Managing Director of the MFB.
     information        to   Subsequent rendition of false or
     regulators.             inaccurate returns/information shall lead
                                                                             45
S/N       OFFENCES                        PENALTIES
                           to the removal of the Managing Director.
                            Where it is established that a Director or
                            an Officer of an MFB provides false
                            information to a third party, such Director
                            or Officer shall be removed from office
                            and blacklisted.
28    Late rendition of A fine of N5,000 for each day during
      monthly returns.      which such infraction occurs. Subsequent
                            failure/refusal to render returns in the
                            prescribed format shall be a ground for
                            the revocation of an MFB’s licence.
29    Late submission of A fine of N5,000 for each day during
      audited     annual which such infraction occurs.
      accounts.
30    Holding       AGM A penalty of N250,000, N500,000 and N1,
      without        prior 000,000 for a Unit, State and National MFBs
      approval of its respectively.
      annual     audited
      accounts by the
      CBN.
31    Failure to publish A fine of N5,000 for each day during
      audited financial which the offence continues and instant
      statements.           display of the abridged audited
                            accounts.
32    Failure to comply Prohibition from any or all of the following:
      with     prudential (a) Granting credits and undertaking
      requirements such         further investment;
      as      compulsory (b) Payment of dividends to shareholders;
      investment        in (c) Borrowing from investing public;
      treasury       bills,     and/or
      maintenance       of (d) Opening of branch(es) or cash
      adequate liquidity        centre(s)
      and         capital
      adequacy ratios.
33    Failure to obtain A fine of N100,000 payable, by the
      the approval of institution for each of the directors or top
      the CBN for the management staff so appointed.
      appointment       of
      new directors and In addition, the appointee should cease
      top management. to function in that position.
                                                                          46
S/N      OFFENCES                     PENALTIES
 35 Failure to report    A fine of N200,000 payable by the
    dismissed staff to   institution.
    the CBN/NDIC.
 36 Failure to report    A fine of N300,000 payable by the
    fraud/forgeries to   institution.
    the CBN/NDIC
                                                             47
24.0   INTERPRETATIONS OF TERMS
       a) Housing Microfinance
          Housing microfinance is primarily the provision of microcredit to
          meet the demand of low-income households to renovate or
          improve their existing homes, construct basic infrastructure,
          expand existing homes, or build new homes incrementally one
          loan at a time. It consists of other related financial services—such
          as access to savings, remittances, and micro-insurance—to meet
          the demand of low-income households but does not include
          construction finance or project finance, or multi-purpose
          consumer loans.
       b) Microfinance Bank
          A microfinance bank (MFB), unless otherwise stated, shall be
          construed to mean any company licensed by the CBN to carry on
          the business of providing financial services such as savings and
          deposits, loans, domestic fund transfers, other financial and non-
          financial services to microfinance clients.
       c) Microfinance Client
          A microfinance client shall include the economically active low-
          income earners, low income households, the un-banked and
          under-served people; in particular, vulnerable groups such as
          women, persons living with disabilities, youths, micro-
          entrepreneurs, informal sector operators, subsistence farmers in
          urban and rural areas.
       d) Microenterprise
          A microenterprise is a business that operates with very small start-
          up capital. The management is often built around the sole owner
          or micro-entrepreneur. It provides employment for few people
          mainly the immediate family members and does not often require
          formal registration to start.
          The management and accounting requirements are very simple
          and flexible. Generally, most micro-entrepreneurs work informally,
          without business licenses or formal records of their activities. The
          scope of economic activities of micro-enterprises typically
          includes primary production and crafts, value added processing,
          distributive trades and diverse services.
                                                                            48
e) Micro Loan
   A micro loan is a facility granted to the operators of micro-
   enterprises, such as peasant farmers, artisans, fishermen, youths,
   women, senior citizens and non-salaried workers in the formal and
   informal sectors. The loans are usually unsecured, but typically
   granted on the basis of the applicant’s character and the
   combined cash flow of the business and household.
   The tenure of micro loans is usually within 180 days (6 months). In
   the case of agriculture, or projects with longer gestation period, a
   maximum tenure of twenty-four (24) months is permissible for micro
   loans. In the same vein, a maximum tenure of thirty-six (36) months
   is permissible for housing micro loans.
   The maximum principal amount shall not exceed N500,000 for Tier
   2 Unit MFB and N1,000,000 for other categories, and/or as may be
   reviewed from time to time by the CBN.
   Micro loans may also require joint and several guarantees of one
   or more persons. The repayment may be on a daily, weekly, bi-
   monthly, monthly basis or in accordance with amortization
   schedule in the loan contract.
f) Non-Governmental Organization Microfinance Institutions (NGO-
   MFI)
   These are microfinance Institutions licensed by the Federal Ministry
   of Trade and Investments`.
g) Past Due Microfinance Loans:
   This is any loan which repayment is past due for at least one day in
   accordance with the agreed repayment term in the loan
   contract. The past due microfinance loans shall remain in the
   account of the MFB until it is fully repaid or written off.
h) Portfolio at Risk
   PAR is the outstanding principal amount of all loans that have at
   least one installment past due for more than thirty (30) days. The
   amount includes the unpaid principal balance but excludes the
   accrued interest Under PAR, loans are considered past due if
   payment has fallen due and remained unpaid.
                                                                     49
i) Related Party
   A related party is an individual or group of individuals that is
   connected to any of the Directors and Management staff of an
   MFB. This could include a family member, relative, shareholder,
   related company, proxy or associate.
j) Restructured Microfinance Loans
   These represent microfinance loans that have been renegotiated
   or modified to either lengthen or postpone the original scheduled
   installment payments, or substantially alter the original terms of the
   loans.
k) SME Loans
   Small Medium Enterprises (SMEs) are businesses with turnover of less
   than N100 million per annum and/ or less than 300 employees.
   SMEs are businesses with assets (excluding land and buildings) of
   less than N500 million and/or less than 200 employees
       SME Loans are loans with principal amount exceeding N500,000
   (Tier 2 Unit MFB) and N1,000,000 (other MFB categories) but not
   exceeding one (1) percent of the shareholders’ funds unimpaired
   by losses and with a tenure of more than six (6) months and or as
   may be reviewed from time to time by the CBN.
l) Critically undercapitalized MFBs
   These are MFBs with Capital Adequacy Ratio of less than two
   percent but greater than zero.
m) Financial Inclusion
   Financial Inclusion means that individuals and businesses have
   access to useful and affordable financial products and services
   that that meet their needs, delivered in a responsible and
   sustainable way. These services include but not limited to Savings,
   Credit, Payments, Pension and Insurance products.
n) Cybersecurity
   Cybersecurity is the protection of computer systems from the
   theft or damage to the hardware, software or electronic data, as
   well as from the disruption or misdirection of the services they
   provide.
                                                                      50
o) Sustainable Banking
  Sustainable banking as an approach that recognises the role of
  banks in driving long-term economic development that is not
  only economically viable, but also environmentally responsible
  and socially relevant.
p) Non-Interest Microfinance Bank
  A non-interest microfinance bank (NIMFB) is any microfinance
  bank licensed by the CBN which transacts banking business,
  engages in trading, investment and commercial activities and
  also provides financial products and services in accordance with
  the principles of Islamic Commercial Jurisprudence.
                                                                   51
   25.0   RECOMMENDED     MINIMUM     OPERATIONAL              TEMPLATE       FOR
          MICROFINANCE BANKS IN NIGERIA
  MEASURES              ITEM             RECOMMENDED STANDARD FOR MFBs
CAPITAL        Capital    Adequacy       10% minimum
               ratio
               Adjusted capital to       1:10 maximum
               Net credits ratio
               Maintenance         of    S.11.9 of the Guidelines.
               Reserve funds
               Maximum                   20%      of    Shareholders’        Funds
               investments in fixed      unimpaired by losses (SHF)
               Assets                    S.11.6 of the Guidelines.
               Maximum          Equity   ≤ 7.5% of SHF (S.11.13         of     the
               Investment Holding        Guidelines.)
               ratio
ASSET          Maximum       amount     N500,000.00 or and N1,000,000 for Tier 2
               per micro loan           Unit MFB and other categories
                                        respectively   [S.25   (e)    of    the
                                        Guidelines.]
               Micro loans as a 80% (S.11.12 of the Guidelines.)
               percentage of total
               loans
               Portfolio at Risk (PAR) ≤ 5% (S.11.21 of the Guidelines.)
               Net Loan portfolio as 60% minimum
               a percentage of
               total assets
               Growth in outreach       >20% annually
               Maximum aggregate ≤ 5% of SHF (S.11.11 of the Guidelines.)
               insider          related
               lending
               Single obligor limit ≤ 1% of SHF (S.11.11 of the Guidelines.)
               (Individual lending)
               Single obligor limit ≤ 5% of SHF (S.11.11 of the Guidelines.)
               (Group          lending
               including
               cooperatives         and
               corporate bodies)
               Savings       as       a 60% minimum
               percentage of total
               deposits
               Percentage loans to 80%
                                                                                52
  MEASURES                ITEM             RECOMMENDED STANDARD FOR MFBs
               deposits
               Loan            portfolio   > 10%
               profitability    (Group
               Lending)
               Loan              Officer   250 – 300
               Productivity / Case
               Load (No. of active
               clients     per    Loan
               Officer)
               Provision for classified    S.11.14 of the Guidelines
               accounts
               Adequacy of loan            100%
               loss provisioning
               Risk     Management         RMF should be in place           and
               Framework (RMF)             operational.
MANAGEMENT Frequency of board              At least once per quarter
(Corporate     meetings (minimum)
Governance,    Minimum           Board     Audit; Credit and Risk Management;
Management, Committees                     and Finance & General purpose
and     Credit Minimum number of           Operations; Credit & Marketing;
Administration Unit Heads                  Finance & Admin.; and Internal Audit
)              Minimum                     Finance & Admin.; Credit; and Assets &
               management                  Liabilities
               committees
               No. of Loan Officer         To be determined by the number of
               per branch                  clients
               No.     of    members       Not less than 5 and not more than 30.
               (clients) per group
               Loan purpose and       Must be clearly stated and from
               repayment cash flow    verifiable income source(s)
               Lending                o Group solidarity model is more cost
               methodology              effective and highly recommended.
                                      o Individual      loan   but   group
                                        responsibility.
                                      o Repeat loan increment, say N10,000
                                        – N20,000, should be based on past
                                        repayment records.
                                      o Cash collateral/contractual savings
                                        – not less than 10% of principal
                                        amount of loan and refundable.
                 Lending /outreach to o Encourage formation of and linkage
                                                                               53
 MEASURES           ITEM             RECOMMENDED STANDARD FOR MFBs
            women                       with women groups.
                                      o Annual incremental loans to women
                                        as a proportion of the bank’s
                                        portfolio and client outreach.
            Micro loan tenure         6 months. For agriculture or projects
                                      with longer gestation a maximum
                                      tenure of 12 months is permissible. In
                                      housing microfinance, a maximum
                                      tenure of 24 months is permissible
            Follow      up      and 7 days after disbursement, weekly
            collection of loan        collection
            First              loan Minimum of 4 weeks after enrolment as
            disbursement              a client or member of solidarity group.
            First      repayment 15 days after loan disbursement
            installment starts
            Loan       repayment Weekly, except agricultural loans
            frequency
            No. of installment to Should depend on the duration of loan
            complete           loan
            repayment
            Group        member’s Minimum of N100.00 per week
            mandatory savings
            Mandatory loan            Optional
            Service         charge Market determined but transparent.
            (interest rate per
            annum)
EARNINGS    Operational         Self- > 100%
            sufficiency (OSS) – a
            measure of total
            operating income to
            total costs (operating
            costs + loan loss
            provision + financing
            cost), that is:
            OSS = Operating
            Income X 100
            operating costs +
            loan loss provision +
            financing cost
            Financial         Self- > 120%
                                                                           54
MEASURES           ITEM            RECOMMENDED STANDARD FOR MFBs
           sufficiency (FSS) - a
           measure of a MFB’s
           adjusted operating
           income to adjusted
           direct and indirect
           costs (i.e. operating
           costs + loan loss
           provision + financing
           cost), that is:
           FSS = Adj. Operating
           Income X 100
           Adjusted (operating
           costs + loan loss
           provision + financing
           cost)
           NB:         Operating
           income            and
           expenses           are
           adjusted for inflation
           and low interest or
           concessional loans.
           Financial              o Operate at full-cost recovery basis.
           Sustainability         o Maintain lean operational costs in
                                    order to record positive ROA and
                                    ROE.
           Average                80%
           percentage          of
           interest income to
           gross income
           Average                20%
           percentage of non-
           interest income to
           gross income
           Operating Expenses ≤15%
           to Total Assets
           Staff Costs to Total ≤10%
           Assets
           Administrative         ≤5%
           Expenses to Total
                                                                      55
  MEASURES              ITEM             RECOMMENDED STANDARD FOR MFBs
                Assets
                Total Expenses to       ≤30%
                Total Assets
LIQUIDITY       Liquidity Ratio         20%
                Maximum investment      15% of total deposit liabilities.
                in placements
                Minimum investment      Minimum of 5% and Maximum of 10%
                in Treasury Bills
SOCIAL          Mission and Vision      Should be clear and focused on the
PERFORMANCE                             poor, women, or vulnerable groups.
MEASUREMENT Transparent       and       Prices, terms and conditions of
            responsible pricing         financial products (including interest
                                        charges and all fees) should be clear,
                                        transparent,        and       adequately
                                        disclosed in a form understandable
                                        and affordable to the clients.
                Avoidance of over-      Reasonable steps should be taken to
                indebtedness            ensure that credit will be extended
                                        only      if  the      borrowers    have
                                        demonstrated adequate ability to
                                        repay and loans will not put borrowers
                                        at significant risk of over-indebtedness.
                Disclosure of required  Information on all credit clients should
                information to Credit   be supplied to licensed CRBs from time
                Reference Bureaux       to time
                (CRBs)
BUSINESS PLAN   Strategic Plan and o Adherence to Board’s approved
                Annual Budgeting          strategic plan.
                                       o Board’s approval of annual budget.
                Funding / Financial Clear financial strategy evidenced by
                Strategy               a diversified funding base.
                Office                 Simple and cost effective
                accommodation
                Own office building    o Prior CBN’s approval strictly required
                                          for construction.
                                       o At no time should depositors’ funds
                                          be used for this purpose.
                Branch     expansion o Simple, standardized, and cost
                (including meeting        effective branch structure.
                points,     customer o Prior       CBN’s    approval     strictly
                service point, cash       required.
                                                                               56
MEASURES            ITEM           RECOMMENDED STANDARD FOR MFBs
           centres          and    o At no time should depositors’ funds
           branches) – for State     be used for this purpose.
           and National MFBs
           only
           Decision     making     Guided by authorization limits as
           hierarchy               approved by the Board of Directors.
           Manning level           Lean middle and top management
           Management              o Simple,     robust  with    relevant
           Information System        modules,        and     e-FASS/FINA
           (MIS)                     compliant.
                                   o Cost included in the prescribed 20%
                                     for fixed assets.
           Staff Training        o On-the-job at zero cost.
                                 o Low cost staff training budget as a
                                   function of net profit.
                                 o Microfinance             Certification
                                   Programme (MCP) is compulsory for
                                   top management, that is, the
                                   Managing          Director        and
                                   Departmental Heads, and highly
                                   recommended for other staff.
           Credit administration o Regular review and monitoring of
                                   loans and advances by loan at
                                   least once every thirty days.
                                 o Monitoring activities should be
                                   supported with periodic field visits
                                   (Places of business) to the clients.
           Key       operational Wide outreach at low operational unit
           objective             costs and group solidarity model.
                                                                       57