Synopsis of Recommendations
1. The government should establish a multi-disciplinary taskforce, under the remit of the Ministry of Justice and chaired by a senior official or minister, to undertake the design of the BO reporting system, advise the government, draft the necessary legislation, undertake stakeholder engagement and navigate the draft law through the legislative system. Senegal should enact specific, stand-alone legislation to create and maintain an economy-wide BO reporting system that meets OO Principles and is in line with international best practice.
2. The government should adopt a single unified BO definition that is used for all purposes in the country. This should be based on the definition in Law 2018-03, which is more detailed than the PD2020-791 and the 2021 Finance Law definitions, and is already set in primary legislation. The single unified definition should also take into account relevant recommendations given in this report.
3. The single unified definition should set a general threshold less than 25% but higher than 2%, in order to be in line with international emerging good practice which is moving towards lower thresholds. A low threshold should be applied in cases where a beneficial owner is a PEP. A 2% threshold would probably cause undue administrative and compliance burden if implemented on an economy-wide basis. Beneficial ownership should be disclosed when an individual’s aggregate control of, or economic benefit from, a company reaches or exceeds 5%. The government should take a risk-based approach to setting the threshold. This may include setting different thresholds for beneficial owners from different economic sectors (e.g. a lower threshold for the extractive sector) and for different types of beneficial owners (e.g. PEPs). This practice has already been adopted in Ghana and Armenia.
4. When the Senegalese government legislates for an economy-wide BO reporting system, it should ensure that legislation and implementing regulations allow for the collection of the information as set out in Table 3 of this report.
5. Legislation for an economy-wide BO reporting system should also include specific reporting requirements for SOEs and companies with shares listed on a stock exchange. These requirements should include collection of the information listed in Table 4 of this report. For example, Ghana’s BO regulations contain specific reporting requirements on stock exchange listed companies and SOEs.
6. ITIE-SN should clarify the reporting requirements for SOEs and companies with shares listed on a stock exchange and provide additional guidance.
7. The government should legislate to create a single unified central BO register which captures data in a standardised and structured format and is interoperable with databases maintained by other government agencies e.g. the Tax Authority as well as BO registers maintained by other countries.
8. When the Senegalese government legislates for an economy-wide BO reporting system, this should include the right for the public to access certain BO information for free and to be able to download certain BO information in bulk. The government should strike a balance between granting access to BO information and protecting an individual’s privacy, e.g. certain personal information such as full date of birth and national identity card number should not be publicly available. The full data set should only be available to government agencies such as law enforcement.
9. Legislation for an economy-wide BO register should also ensure that only information that is strictly necessary for identifying beneficial owners and the nature and extent of their ownership is collected.
10. The government adopts BODS when it implements an economy-wide BO reporting system.
11. RCCM works with other government agencies to ensure there is a single portal for companies to submit information, RCCM staff verify the information and make it available to ITIE-SN and other users.
12. The government should implement a robust verification process as part of the implementation of an economy-wide BO reporting system. This should include the ability for users to report discrepancies and for some users (e.g. banks and lawyers) an obligation to report discrepancies, for example as required by the UK’s register.
Data should be up to date and auditable
13. The legislation creating an economy-wide BO register should include provisions requiring reporting companies to notify the relevant government agency of any changes in their BO information within at most one month, and to provide annual confirmation that their information in the BO register remains accurate and up-to-date.
14. The legislation should also include provisions that allow for retention of historical information, in line with existing government information retention policies.
Sanctions and Enforcement
15. The government should introduce a range of financial and non-financial penalties for non-compliance as part of legislation to introduce an economy-wide BO register.