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You are here :   Home > THE CASABLANCA S.E > Governance

Last modified date : 25/08/2010
 THE CASABLANCA S.E

Governance


 General Duty of the Members of the Board of Directors

Board of Directors Members, representing shareholders, must in all circumstances act in the interest of the Casablanca Stock Exchange.

Board of Directors members are responsible, either individually or collectively, as the case may be, towards the Casablanca Stock Exchange or towards third parties, either for breach of legislative or statutory provisions applicable to joint stock companies (“societies anonymes”) or for the infringement of the Articles or the Terms of Reference or for any error in respect of their responsibilities as Board of Directors members.

Duty of Loyalty

Board of Directors members are obliged to notify the Board of any situation in which there is a conflict or potential conflict of interest with the Casablanca Stock Exchange and must abstain from participating in any vote in respect of the matter in question.

Board of Directors members are obliged to inform the Board of any agreement, not regarding standard operations or normal circumstances, made directly or indirectly with the Casablanca Stock Exchange. This measure also applies to agreements made with any company of which he or she is the owner, managing partner, manager, director, chief executive officer or member of its Supervisory Board or its Board of Directors.

Duty of Care

Board of Directors members must devote the time and attention required to properly perform their duties. They must be diligent and, except in the event that it really is impossible, must attend all Board meetings and, as the case may be, all committee meetings of which they are members.

Members are fully aware that it is the responsibility of the Board of Directors, upon the proposal of the Board of Directors, to decide on strategic objectives and allocate adequate resources to ensure that those objectives are met and that operational strategy is implemented. The Board of Directors is also responsible for ensuring control of management activities conducted by the General Manager and for providing the required explanations to shareholders.

Board of Directors members closely monitor the manner in which the respective powers and responsibilities of the different entities of the Casablanca Stock Exchange are defined and exercised. In particular, they verify that no person within the Casablanca Stock Exchange exercises discretionary power without control. In addition, the members must make ensure smooth operation of the Specialised Committees set up by the Board of Directors. They endeavour to ensure that internal control bodies operate efficiently and that the statutory auditors perform their duties in a satisfactory manner.

Board of Directors members must  maintain, under all circumstances, independent powers of analysis, judgement, decision and action, and reject any pressure, exerted directly or indirectly on them from directors and particular groups of shareholders, creditors, suppliers and, in general, from any third party.

Board of Directors members must undertake to clearly voice their opposition to any potential decision which they consider to be detrimental to the Casablanca Stock Exchange and use all possible means to convince the Board of the relevance of their stance. For this purpose, they may consider :

 

 Explaining the reasons for their opposition and the detrimental consequences for the Casablanca Stock Exchange of the decision contemplated by the Board of Directors ;

 Requesting the advice of one of the Board of Directors’ Specialised Committees ;

 Requesting that the decision be postponed to a subsequent Board of Directors meeting so that their opinion be studied ;

 Requesting that their opinion be recorded in the minutes of the meeting ;

 Resigning from their position as director.

Professional Secrecy

Beyond the simple obligation for discretion as required by the Law on joint stock companies and the Articles of the Casablanca Stock Exchange, members of the Board of Directors must consider themselves bound by professional secrecy as regards information not in the public domain, acquired whilst carrying out their duties.

Information

Supervisory Board members must, upon taking office, become or have become acquainted with the legal and regulatory texts governing the operations of joint stock companies, with the Articles of the Casablanca Stock Exchange - a copy of which having been provided to him or her – and with and any additional information or revisions subsequently made in the Articles. Members of the Board of Directors must receive from the Casablanca Stock Exchange, within an appropriate period of time, the information required to perform their duties, in particular the items mentioned on the agenda.

Inside Information

Each Supervisory Board member is obliged, like every executive officer of the Casablanca Stock Exchange, to adhere to the adopted internal procedure which rules out any use or communication of “inside information” relating to the institution.

Adherence to the spirit of the charter

Supervisory Board members undertake to adhere to the present charter and to respect the spirit of it, in the knowledge that a code of practice may not encompass every possible situation and that situations which are not explicitly forbidden are not necessarily recommended.

When a new situation arises or a situation not dealt with by the charter, Supervisory Board members undertake to apply with common sense principles of integrity, independence, fairness and professionalism which underline the spirit of the present charter.

Each Supervisory Board member of the Casablanca Stock Exchange, as well as each standing representative member, adheres to the present charter by the simple fact of taking office.  

 

 Code of ethics for the Casablanca Stock Exchange

1. Preambule

The code of conduct aims to establish the liability of employees of the Casablanca Stock Exchange stating their specific obligations on ethics and ethical principles and values associated with them.

This code will evolve with the changes and with a view to continuous improvement.

It is therefore each employee of the Casablanca Stock Exchange ownership of these basic principles and to incorporate the rules.

Ultimately, such an approach constitutes the best guarantee for maintaining the integrity of the Casablanca Stock Exchange, building confidence of stakeholders external to our institution and increase the visibility of our actions.

2. How to apply the Code 

The CEO shall designate an individual members of staff of the Casablanca Stock Exchange, as head of ethic. This person is responsible for :

 

 to ensure respect for rules of conduct laid down by current legislation and this Code of Ethics;

 to be the recipient of information caused by staff under professional ethics in accordance with the following articles;

 provide assistance and advice to staff for resolution of any ethical problem;

 to propose any amendment to the provisions of this code of ethics;

 seize the CEO whenever he sees fit;

 to propose any amendment to the provisions of this code of ethics;
 
 to request any information necessary to perform its mission.

The head of ethics must respect the confidentiality of information which it has access in the exercise of its function, with the exception of information that calls from him disciplinary consequences.

3. Preferred Values

All activities performed by the Casablanca Stock Exchange is provided by his office with diligence, loyalty, neutrality and impartiality to ensure the efficiency, integrity, transparency and good reputation of the institution. These values should be reflected in the conduct of all persons referred to the Code.
Adherence to these principles goes, firstly, by the observance of obligations described in sections below.

4. Compliance with laws and regulations

Any employee (at each level of the hierarchy) must perform work in compliance with laws and regulations governing its activities. Line managers provide their employees the guidelines, instructions, information and training necessary to ensure that laws and regulations are applied.

5. Conflicts of interest

As part of his business, every employee must act solely in the interest of the institution and the place by abstaining from any profit or personal interest, direct or indirect, both for its own account at advantage of its surroundings.

Any employee may be faced with situations where his personal interest or that of persons or entities that he is close, may conflict with the interests of the Casablanca Stock Exchange. In such an eventuality, it will have to determine in good conscience, given the duty of loyalty he owes to the institution, and if in doubt, consult his superiors.

Any use or commitment of any name or image of the institution for personal use is prohibited.
Any member of staff of the Casablanca Stock Exchange may be a member of the board of directors, management team and staff of a company making a public offering in Morocco.
If the manager believes that Ethics staff member has an outside activity incompatible with its functions performed by the Casablanca Stock Exchange, the CEO may require the person to stop this activity outside.

The staff of the Casablanca Stock Exchange may not solicit or accept for himself or for another person for bonuses, sums of money or other preferential treatment which would be conferred by virtue of his office, a brokerage firms, issuer, financial institution or a supplier.

6. Protection of confidential information

The confidentiality of information and documents available to employees of the Casablanca Stock Exchange must be protected even after the end of their employment within the institution. Because of the importance of public confidence in the integrity of the market and to protect the prestige of the Casablanca Stock Exchange, it is essential that staff do not take advantage of confidential information made available through its functions in the Casablanca Stock Exchange.

Employees who regularly handle confidential information relating to rules on the IPO or the continued listing and employees working in the stock market regulation should refer to procedures applicable to the service to which they belong. It is expected employees to be vigilant in ensuring that the relationship between regulatory activities and market are appropriate, including taking care to maintain the confidentiality regulations that are not in the public domain.
It is incumbent upon everyone to ensure compliance with rules on identification, distribution, reproduction, preservation and destruction of documents or other information medium, and the rules specific internal and external security of the information.

7. Protection and Utilization

The staff of the Casablanca Stock Exchange has to use resources (workstations, telephone, email ...) that are provided to perform its function properly and efficiently and to protect, especially against the access, use or destruction or unauthorized or inappropriate and against theft.

Unless prohibited, it is possible to use the opportunity and reasonable for personal phones, computers, electronic mail and Internet access to the Casablanca Stock Exchange.

8. Circulation of Information

The staff of the Casablanca Stock Exchange may publish information on the Casablanca Stock Exchange or owned without the prior written permission of the CEO, unless the publication of such information will be part of his responsibilities as an employee

9. Records Management

The records must be retained in accordance with the rules and laws.
Archives statutory nature and which relate specifically a violation of the law, any litigation or any investigation or proceeding from the authority should not be destroyed.

All professional information (financial, legal or otherwise) in whatever form they appear to be accurate, complete and timely availability.
Moreover, all statements of the Casablanca Stock Exchange with regulators must be made on time and be accurate and understandable.

10. Equitable conduct

The staff of the Casablanca Stock Exchange must behave in a professional, respectful and fair to employees and third parties. For others, we believe customers, suppliers, consultants, regulators and partners of the Casablanca Stock Exchange.

11. Fight against corruption

It is forbidden to staff the Casablanca Stock Exchange to offer anything of value to an official or a government official to influence any decision or obtain any unfair advantage.

12 Insider Trading

Insider trading is "the use by any person having, in the exercise of his profession or duties, insider information to make or knowingly permit to be conducted on the market, either directly or by proxy, one or more transactions.

It is forbidden for staff to perform any transactions in securities of companies listed on the Casablanca Stock Exchange, while in possession of inside information on the listed company.

13. Securities transactions of employees

General Rules

Any person acting on behalf of the Casablanca Stock Exchange and authorized to do the trading for its own account, may hold one securities account to purchase and sell securities or other financial products traded.

The depository institution's securities, as well as the spouse and minor children must be reported to the Casablanca Stock Exchange. This statement implies access to the Casablanca Stock Exchange to any information concerning these transactions, if necessary, and production by those institution periodic statements.
This provision does not apply to shares in mutual funds.

If an individual has accounts with several securities depository institutions, it must transfer these accounts into a single institution. This transfer must take place within fifteen days from its taking cognizance of this code of ethics.

A staff member is required to produce to ethics, since he took office, a statement detailing its portfolio securities as well as the spouse and minor children following the model attached.
If the staff member does not have a portfolio, the statement must include the word "nil".
A staff member on whose behalf a transaction market has been executed shall furnish a statement on ethical responsibility, within five days of receipt of the notice of execution of the transaction following the model attached. The case is valid for accounts of the spouse and minor children.

In the case of a discretionary management of securities account of a staff member, it is forbidden to speak with his agent for him to make specific investment decisions. It must provide a copy of this mandate on ethical responsibility.
The staff of the Casablanca Stock Exchange may be interested in the outcome of an account as they do not hold.

They can not have a mandate to act on behalf of others at a market in securities.

All these provisions apply to transactions on any account in which the staff member has the ability to intervene personally.
The CEO of the Casablanca Stock Exchange may require any member of his staff, after consulting the head of ethics, to cease to operate directly on its own account on the market. It may, in this case, asking the liquidation of open positions on its account within a specified period or request that it instructs the depository institution to manage its portfolio.
Any member of staff is required to keep any account of capital, purchased or subscribed by him, directly or through or on behalf of others and, for a minimum period of 60 days from the date of the operation.

This provision does not apply to shares in mutual funds and / or a qualification obtained in the framework of a plan for reinvestment of dividends or received as part of a distribution of stock dividends or bonus issue actions.

14. Provisions applicable to members of the Board of Directors

Any member of the Board of Directors of the Casablanca Stock Exchange can be used for personal purposes, directly or through or on behalf of others, the information known to him at his office. It can not, under any circumstances, provide non-public information.

Any member of the Board of Directors of the Casablanca Stock Exchange may not solicit or accept for himself or another person any benefit that would be conferred by virtue of his office in the Casablanca Stock Exchange, a brokerage firms, issuer, financial institution or a supplier.

Specific rules for the fainthearted

Persons charged with a quotation or function of market surveillance can make transactions in securities for their own account. This provision does not apply to shares in mutual funds.

15. Bonds Compliance

The staff of the Casablanca Stock Exchange must understand and respect the code. A hiring and annually thereafter, each employee of the Casablanca Stock Exchange is required to sign a statement indicating he understood the code and that it should be respected.

16. Updates and date of entry into force

The provisions of this Code become applicable from the date of its approval by the Board of Directors.
The Casablanca Stock Exchange will have to update its code of ethics in light of the circumstances. It sends a copy to the Board of Ethics Securities, to the Authorities and the entire staff and members of its Board of Directors. The staff and members of the Board must renew the commitment to respect the rules contained therein

 

 

 

   


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