Annex Q — Treasury, Solvency & Dividend Policy

Owner: Chief Financial Officer (CFO)
Co‑Owners: Controller, General Counsel (GC), Compliance, Regional Finance Leads
Review cadence: Annual (and upon material law/banking change)

Purpose. Establish a single, conservative treasury, liquidity, and distributions framework for SNC, National Companies (NatCos), and Program SPVs that preserves solvency, prevents commingling, and ensures transparent shareholder returns. Core controls: separate bank accounts, dual signers / maker‑checker, solvency certificates before any distribution, and no cash pooling. Integrates with Annex J (Sanctions/AML), Annex I (PVAS), Annex L (Transfer Pricing/IC), Annex M (RPT/COI), and Annex N (Records/Dual‑Logging).

1) Scope & Equal‑Treatment Baseline

Applies equally to all for‑profit entities in the regional stack (SNC, NatCos, Program SPVs). Nonprofits (GRF/GCRI/NSF) are separate legal persons; no commingling of funds or cross‑subsidies; any support is via documented grants, licenses, or service contracts at arm’s length.

2) Banking Architecture & Separation

• Separate accounts per entity & purpose: Operating, Payroll, Tax, and (where required) Client/Trust or Escrow accounts. No omnibus accounts across entities.
• Jurisdictional residency: Hold primary operating bank accounts in‑country where operations occur; currency accounts as needed.
• Approved banks list: Maintain vetted bank panel (credit, AML, online security, service SLAs).
• Account opening/closing: GC + CFO approval; KYC pack retained; update Bank Account & Signatory Register within 2 business days.
• No cash pooling: Prohibit physical or notional pooling/sweeps, cross‑entity set‑off, and cross‑guarantees absent Board approval and legal opinion. Intercompany funding must follow §6.

3) Payment Controls (Four‑Eyes / Maker‑Checker)

• Dual signers required on all external payments (thresholds below) with segregation of duties (initiator ≠ approver).
• Thresholds (default; stricter local law prevails):
  – ≤ USD 5,000: 1 initiator + 1 approver (manager level+)
  – > USD 5,000 – 50,000: 1 initiator + 2 approvers (Controller + Budget Owner)
  – > USD 50,000 or non‑routine: 1 initiator + CFO and one independent executive/director
• Payroll: Processed from dedicated payroll account; positive‑pay/allow‑listed beneficiaries; HR/Finance reconciliation.
• Vendors: Pay only to allow‑listed beneficiaries; changes require call‑back verification to a known number.
• RPT & PoR payments: Require compliance checks (Annex M/B) and sanctions screening (Annex J) before release.
• Treasury platform: Use bank portals/TMS with hardware keys or app‑based strong MFA; maintain payment audit trails.

4) Liquidity, Reserves & Investments

• Minimum liquidity runway: Maintain ≥ 6 months forward OPEX in cash or cash‑equivalents at the SNC level; NatCos maintain ≥ 3 months.
• Restricted cash & covenants: Track separately; do not use for dividends or operations.
• Permitted investments (capital preservation only): Demand deposits, government bills ≤ 180 days, AAA money‑market funds. Prohibited: equities, crypto, commodities, leveraged or structured products, and lending to employees/customers.
• Concentration: Max 30% of total cash with a single bank (group‑wide), unless Board‑approved exception.

5) FX & Hedging

• Objective: Risk mitigation only; no speculation.
• Natural hedging first: Match revenues/expenses by currency where feasible.
• Approved instruments: Spot and vanilla forwards; options only with GC/CFO approval.
• Counterparties: Panel banks only; ISDA/confirmations retained; daily position and limits monitored.
• Accounting: Hedge documentation and effectiveness testing per IFRS/US GAAP as applicable.

6) Intercompany Funding & Prohibitions

• No cash pooling/sweeps.
• Formal IC arrangements only: Intercompany loans or services per Annex L (arm’s‑length interest/mark‑ups); documented purpose, tenor, and repayment; WHT/tax assessed; Board approval for > USD 250k.
• Cash advances: Short‑term (≤30 days) allowed to cover payroll/taxes in emergencies with CFO + GC approval; must convert to formal IC loan or be repaid within 30 days.
• Prohibited: Unrecorded transfers, circular flows, or loans to directors/KMP (unless lawful and Board‑approved).

7) Sanctions/AML & Reputational Controls

• Screen beneficiaries, originators, and banks (BIC/SWIFT) before each payment batch (Annex J).
• High‑risk jurisdictions: CFO + GC approval and enhanced due diligence.
• Customer/Client money: SNC/NatCos are not financial institutions; do not hold client money unless expressly permitted by law and contract, with segregated trust/escrow accounts and PoR oversight.

8) Dividends, Distributions & Capital Returns

Pre‑conditions (all must be met):

1. Solvency tests passed:
   – Balance‑sheet solvency: Assets > Liabilities (including contingent).
   – Cash‑flow solvency: Can pay debts as they fall due for ≥ 12 months post‑distribution.
2. Runway preserved: Post‑distribution cash ≥ policy minima (§4).
3. Compliance certificates: No default or breach of covenants; taxes, payroll, and statutory dues current; MSO obligations and regulatory fees funded.
4. No outstanding P0/P1 incidents materially affecting going concern (Annex F).
5. Board approvals (independent directors quorum) and, where required, shareholder approval per host law.
6. RPT/RPT‑adjacent checks (Annex M) if recipients are related parties.

Evidence pack (AEP): Solvency Certificate (template Q‑2), working capital forecast (12–18 months), covenant checklist, tax clearance, post‑distribution balance sheet, and dividend calculation.
Mechanics: Pay only from retained earnings or share premium where lawfully permitted; document record date and payment date; withhold taxes where applicable; dual‑log as Class A under Annex N.

9) Solvency & Going‑Concern Governance

• Solvency Certificate: Signed by two directors including the CFO or CEO, referencing forecasts and stress tests.
• Stress testing: Downside cases (−25% revenue, +20% costs, FX shock) to confirm 12‑month solvency.
• Auditor input: For large distributions, seek auditor comfort letter or review where feasible.
• Post‑distribution monitor: Monthly cash/MTD covenants review until two quarters have passed.

10) Payment Calendars & Reconciliations

• Calendars: Weekly AP/AR cycles; payroll bi‑weekly/monthly; taxes per statute; dividends per Board timetable.
• Bank recs: Daily for operating/payroll; weekly for others; unresolved items cleared ≤10 business days.
• Positive pay & alerts: Enable fraud controls; daily exception reports to Controller and CFO.

11) Records, Reporting & Transparency

• Registers: Bank Account & Signatory Register; Investment Register; FX/Hedge Register; Intercompany Loan Register; Dividend/Distribution Register.
• Board reporting (quarterly): Cash by entity/currency/bank, runway, concentrations, covenant status, hedge positions, aged reconciling items, and exceptions.
• Public transparency: Include treasury snapshot and MSO attestations in the Quarterly Public Pack (Annex N).
• Retention: 7 years (or stricter by law) of statements, confirmations, trade tickets, reconciliations, approvals, and certificates.

12) Roles, Access & Segregation of Duties

• TMS/Bank access: Role‑based; least privilege; quarterly access review; immediate revocation on role change.
• Key person continuity: Dual control on tokens/keys; secure custody and rotation.
• Treasury Committee: Optional sub‑committee chaired by CFO for investments/hedging/limits; minutes recorded.

13) Exceptions & Waivers

Document in the Treasury Exception Register with business rationale, risk assessment, compensating controls, expiry, and approvals (CFO + GC; Board for material items). Report in Annex N QPP metrics.

14) Host‑Law Appendices (Equal Treatment)

Each appendix overlays local company‑law, dividend rules, capital maintenance tests, withholding tax, and banking regulations; the strictest applies.

• Appendix SG — Singapore: Companies Act dividend/solvency rules; MAS AML; withholding tax on cross‑border dividends/interest; trust account guidance.
• Appendix EU/FR — European Union/France: Code de commerce; distributable profits tests; EU AML; French bank controls.
• Appendix CH — Switzerland: CO capital maintenance; dividend reserves; WHT (Verrechnungssteuer) considerations.
• Appendix US — United States: State corporate law (DGCL/others) surplus tests; Reg U if applicable; cash management controls.
• Appendix CA — Canada: CBCA/provincial solvency tests; WHT; anti‑fraud banking controls.
• Appendix BR — Brazil: Lei das S.A.; mandatory dividends; IOF; banking controls.
• Appendix KE — Kenya: Companies Act; CBK rules; WHT; mobile money restrictions.
• Appendix ZA — South Africa: Companies Act solvency & liquidity test; SARB exchange control.
• Appendix SN/WA — Senegal/WAEMU: OHADA; BCEAO banking rules; dividend repatriation.
• Appendix UAE — United Arab Emirates: Commercial Companies Law; UAE CT; ESR; Free Zone rules; bank controls.

15) Effective Date & Governance

Adopted by the Board(s) of all regional operators on [●] and incorporated by reference into Charters/Bylaws, Finance SOPs, IC agreements, and bank mandates. Class B to amend/strengthen; Class A to relax or remove separation, dual‑signer, solvency certificate, or no‑pooling controls.

Appendices (Templates)

Q‑1 — Bank Account & Signatory Register (fields + sample)
Q‑2 — Solvency Certificate (directors’ form)
Q‑3 — Dividend/Distribution Checklist (eligibility, approvals, tax/WHT, filings, dual‑logging)
Q‑4 — Intercompany Loan Approval Memo (short form)
Q‑5 — Treasury Limits & Counterparty Panel
Q‑6 — FX/Hedge Documentation Pack (designation, effectiveness testing)