Schedule 1 (Regulation 7(1))
Application for a licence to conduct banking or credit business
The GovernorCommissioner of LesothoP.O. Box 1184Maseru1.I, the undersigned, acting as principal or duly authorized agent on behalf of or as chairman of chief executive officer of ________________________Banking business Credit business
2.Principal Business activities ______________________________________________3.The following documents are being submitted to comply with the initial requirements for evaluation. Where a document is not applicable this is so stated—(1)Information Sheet (Schedule 2)____________________________________(2)Personal Declaration Sheet (Schedule 3)(3)Proposed Capital Structure____________________________________(4)Economic justification and outline of short, medium, and long term business plans with details on—(a)financial, commercial, and other business establishments within the proposed area of operation or targeted markets;(b)deposits or other fund gathering sources as well as lending and investment potentials;(c)financial services to be offered by the applicant.(5)Financial projections (balance sheets, income statements, and cash flow statements) for at least a three-year period, including details of estimated organisation expenses. Assumption used and other bases for projections are indicated.(6)Schematic presentation, with regard to the group of companies of which applicant is a member, reflecting all interests held in and by each member company including the nature of business or each of these entities.(7)List of existing shareholdings of the applicant and its controlling shareholders, directors, officers and officials in other licensed financial institutions.(8)Certified true copies of the audited financial statements or annual reports for the past two years prepared in accordance with generally accepted accounting principles.(9)Authenticated copies of the memorandum and articles of association or, in case of foreign institution, such similar documents regulating its affairs.(10)If the applicant is a foreign financial institution, a statement from the supervisory authorities of the home country declaring that: (a) it has given its prior approval for the establishment of a subsidiary, branch or any other office in Lesotho, (b) it shall exercise comprehensive supervision over the parent institution on a consolidated basis, and (c) the applicant's chairman, directors, principal officers and management as a whole are fit and proper persons.(11)Latest tax compliance certificate or certified true copy of corporation tax returns.(12)Individual credit references for the applicant and each of its principal shareholder, director, officer and official from at least two banks or financial institutions with whom such persons have had financial dealings within the past two years.(13)Certified true copy of the board resolution of the Head Office of Parent Company authorizing the establishment of a branch or subsidiary.(14)Any query, clarification or additional requirements regarding the acquisition of a specified number of shares in applicant institution (if major shareholder is a corporation or company).(15)Any query, clarification or additional requirement regarding this application maybe directed to the following officers authorized to liase with the Commissioner.Name __________ Telephone No.: ____________Name __________ Telephone No.: ________Certification and Undertaking
I, the undersigned, __________ hereby certify that all information contained in and accompanying this application is complete and accurate to the best of my knowledge and belief.I also undertake to forthwith notify the Commissioner of Lesotho, of any material change in the particulars of this applications.Sworn at Maseru, LesothoThis ________ day of ____________Signature of Deponent __________ (Position) ________Deponent understands contents of this AffidavitBefore me, __________Commissioner of OathsN.B.For Central Bank use:Received by ____________Date ______________Application documents checked for completeness by: ________Letter of Deficiency or Acknowledgement sent on: __________Action Taken:________________________________________________Action:________________________________________________Evaluating Officer ________________Director ______________Supervision Department __________Schedule 2 (Regulation 7(1))
Information sheet
1.Name:________________________2.Principal Business Activities:________________________3.Head/Main Office:(b)Telephone No.: __________(c)Telefax No.: ____________4.Branches:Address____________________Date Approved or Date Opened ________Subsidiaries & Affiliates:Amount of Shares Held ______________percent of Shares held to total __________________Name & Type of business____________________________________6.Management:(1)Board of Directors:| Name | Designation | Present Term | No. of Years as from - To Board Member |
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| Name & Purpose of Committees(s): | Name of Members |
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| Name | Position | No. of years as Officer |
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| Name | Country of residence | Paid-up capital Amt | Percent citizenship |
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| Other Shareholders owing less than 5 percent (number)TOTAL100 percent |
Schedule 3 (Regulations 7(1), 26(3) and (4) and (27)
Personal Declaration Sheet
(To be completed and submitted by every principal, director, and officer of applicant)1.Name and Capacity of person making this declaration:(1)Name: ____________________(2)Position or Capacity: ________________2.Date and place of birth:____________________________3.1.Citizen of ________________ (Country)2.Resident of ________________ (Country)Since ________________ (year)4.Addresses(1)Present Business Address(Lesotho since)________________________(Outside Lesotho since)________________________(2)Present Residential Address:(Lesotho since)______________________________(Outside Lesotho since)______________________________(3)Last two addresses in Lesotho, if any, during the past 10 years:(Since)________________________________(Since)______________________________5.Professional qualifications:Particulars(1)Highest Academic Degree ______Year Obtained ________(2)Special Awards or Honors____________________________(3)Training Courses or Seminars______________________________(4)Membership in Professional Organizations __________(6)Occupation or Employment (Present or most recent and for the last 10 years):| Inclusive date | (Mth &Yr) |
| Name & business of employer | Positions held | From | Year |
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| Nature of Affiliation i.e Director, Officer, ShareHolder with percent holdingsInclusive Date |
| Specified etc | (Mth &Yr) |
| Name of Business | From | To |
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Schedule 4 (Regulation 18)
Fit and proper requirements
1.The following criteria may be used to enable the Commissioner to assess fitness and propriety of a person; whether the person has—(a)the educational or technical qualifications, knowledge, skills, and experience to satisfactorily discharge the responsibilities of the position;(b)failed to discharge his or her responsibilities as a shareholder, director or officer with competence, diligence, sound judgment, honesty or integrity;(c)been subject to discipline, punishment, or adverse findings, directions or orders, by a court, tribunal, official inquiry, regulatory agency, complaints handling body, dispute resolution body or professional or industry body;(d)been subject to any adverse finding or settlement in civil or criminal proceedings (other than minor traffic offenses), or enforcement actions;(e)been associated, expelled or excluded from, or refused admission to, a professional or industry body;(f)or any other person with whom they were associated, was refused a licence or authorization relating to a commercial or professional activity;(g)terminated, resigned or asked to resign, from a position as director or officer of a professional service provider or financial institution under circumstances which reflected adversely on his or her competence, diligence, judgment, honesty or integrity in discharging his or her responsibilities;(h)seriously or persistently failed to manage his or her debts or financial affairs satisfactorily;(i)acted as or was, a director or officer of a professional service provider or financial institution which came to be insolvent or under insolvency administration which was attributable in part by the actions or inactions of the person;(j)contravened any regulatory requirement or professional standard relating to the management of a financial institution;(k)been obstructive, misleading or untruthful in dealing with a court, tribunal, official inquiry, complaints handling body, dispute resolution body, or regulatory agency;(l)perpetrated or participated in negligent, deceitful or otherwise discreditable business or professional practices;(m)failed to disclose a conflict of interest, failed to disqualify himself or herself because of a conflict of interest, participated in deliberations relating to a matter in which he or she had a conflict of interest, or acted in his or her own interests in preference to the interests of others contrary to a legal, professional or ethical obligation which applied to the person.2.The above criteria are inclusive of and not exhaustive. For the avoidance of doubt, the Commissioner shall be entitled to consider any other factor that may render a person prejudicial to the financial condition or stability of the applicant or licensed financial institution.Schedule 5 (Regulation 20(2))
Information requirements for a business plan
A business plan required to be submitted by an applicant under regulation 9 such at a minimum, contain the following information:Identifying information
1.Name and Location - State the name and provide the address of the proposed financial institution.2.Organizational structure - describe and provide a diagram of the bank's organizational structure including any principal shareholders as defined in FIA 2012, directors and officers3.Ownership structure - describe and provide a diagram reflecting all subsidiaries and affiliated entities of the bank and principal shareholders, directors and officers and their related parties, both directly and indirectly, and in whatever form, including such forms as nominee and trustee relationshipsProvided that the information provided in Schedule II may be used if CBL deems it to be satisfactory.4.Summary - briefly describe how the organizing group came together, and indicate the reasons for submission of the application for a banking licenceMarket analysis
1.Market - identify the markets proposed to be served by the bank, including proposed branch or other office facilities;2.Characteristics - describe the target market demographic and economic characteristics. Include any anticipated changes in the market, factors influencing such changes, and possible effects on the bank;3.Competition - identify and describe the competition (include all other financial service providers including banks, micro-lenders, insurance companies and credit cooperatives) located within the target markets.Business strategy and objectives
1.Market area - identify the market areas from which the bank expects to generate 75 percent of its business. Include information on any significant competing financial service providers.2.Services and products - list and briefly describe the services and products to be offered. Distinguish among depository, credit and other services and products contemplated. Identify and describe any proposed new services which the applicant will be offering which are not currently available from existing financial service providers.Management
1.Officers - describe the responsibilities of each officer, including those responsible for major functional areas of the bank, including but not limited to lending and credit administration; operations and internal controls; asset/liability management, liquidity and interest rate risk management; treasury and foreign exchange operations; and branch management.2.Qualifications - discuss the qualifications of the proposed directors and officers showing the nature and extent of experience each possesses.3.Compensation - provide a list of the proposed fees, salaries and other forms of compensation, including benefits, for each director and officer.4.Agreements or outsourcing arrangements - describe any agreement (for example, data processing or loan processing) the bank intends to make or obtain services of others. Provide the names of proposed service providers and relationships, if any, to authorized representatives, principal shareholders, directors or officers of the bank.5.Lease agreements - describe any lease agreement the bank intends to enter into with any third party or organizer, principal shareholder, director or officer of the bank. Provide a copy of the proposed lease agreement, information showing market rate comparisons of terms and rates, and the names of any organizer, principal shareholder, director or officer who is involved.6.Audit - discuss the provisions that are being made for independent, annual external audit services including the name of the proposed external auditor; and provisions made to establish an internal audit function and a compliance function in the bankCapitalization
1.Capital - describe the bank's proposed capital structure. State the initial proposed capitalization and justify the amount proposed relative to minimum capital requirements contained in FIA and risk-based capital requirement prescribed by CBL, and market factors, strategies and expenses. Additional capital may be required by CBL based upon its evaluation of the application.2.Capital plan - describe plans to raise capital and for financing growth over the first three years of operations. Detail expenses to be paid from the initial capital offering or which will be capitalized and amortized over a future period.3.Debt - describe any debt, current or proposed, for capitalization or acquisition by any individual or entity that will own or control, directly or indirectly, ten percent or more of the equity or of any class of shares with voting rights of the bank. Describe any anticipated dividends, fees or salaries that will be paid by the bank, directly or indirectly, to service the debt.Pro forma statements
Detailed pro forma balance sheet and income and expense statement must be submitted, reflecting projected performance of the bank over a three year period. Assumptions underlying the projections must be provided with a justification for selecting the assumptions at the expressed level. List all assumptions, including at a minim, market growth rates, loan interest rates and cost of funds, overhead costs. Asset mix, return on assets, dividend payments and capital ratios.