Charter for Supervisory Board Members
   In-house Rules of the Supervisoy Board 
   In-house Rules of Specialised Standing Committees
   In-house Rules of the Board of Directors 
   Casablanca Stock Exchange's Code of Professional Conduct

 

Governance OF THE CASABLANCA STOCK EXCHANGE,
action GOVERNED BY STRONG PRINCIPLES


In January 2004, the Casablanca Stock Exchange’s Supervisory Board enhanced the level of governance by adopting the most rigorous standards in corporate governance practices.

 For this purpose, the Casablanca Stock Exchange’s Supervisory Board adopted the Charter for Supervisory Board Members . This charter defines the rights and obligations by which each member adheres from the moment he takes office. In particular, it summarises both his responsibilities and his rights and obligations relating to his term of office.

 The Casablanca Stock Exchange’s Supervisory Board has also established Specialised Standing Committees whose operations and mission are defined with precision by the respective Chairmen. The specialised standing committees, chaired and composed of Supervisory Board members, have an advisory role (research, proposals, recommendations, opinions) and report to the Supervisory Board regarding their work.

 The Specialised Standing Committees of the Casablanca Stock Exchange are as follows:

1. The “Audit” Committee;

2. The “Appointments & Remuneration” Committee;

3. The “Strategy & Development” Committee.

 The organisation and operations of the Casablanca Stock Exchange’s Supervisory Board and its Specialised Standing Committees are detailed in their respective In-house Rules (In-house Rules of the Supervisory Board and In-house Rules of the Specialised Standing Committees) . These internal documents are not enforceable against third parties and may not be invoked by the said parties against Supervisory Board members.

The Casablanca Stock Exchange is therefore a reference model in terms of corporate governance and applies, without complacency, the rules of proper conduct required of corporate entities making a public offer.

      

GENERAL DUTY OF SUPERVISORY BOARD MEMBERS

Supervisory Board members, representing shareholders, must in all circumstances act in the interests of the Casablanca Stock Exchange.

Supervisory Board members are responsible, either individually or collectively as the case may be, towards the Casablanca Stock Exchange or towards third parties, either for breaching legislative or statutory provisions applicable to sociétés anonymes or violations of the Articles and of the mission statement or for committing errors of control whilst exercising their responsibility as Supervisory Board members.

Le membre du Conseil de Surveillance représente les actionnaires et doit, en toute circonstance, agir dans l’intérêt social de la Bourse de Casablanca.

Le membre du Conseil de Surveillance est responsable, individuellement ou solidairement selon le cas, envers la Bourse de Casablanca ou envers les tiers, soit des infractions aux dispositions législatives ou réglementaires applicables aux sociétés anonymes, soit des violations des statuts et du Cahier des Charges, soit des fautes de contrôle du ressort du Conseil de Surveillance.

DUTY OF LOYALTY

Members of the Supervisory Board are obliged to notify the Board of any situation in which there is a conflict or potential conflict of interest and must abstain from participating from voting in respect of the relevant resolution.

Members of the Supervisory Board are obliged to inform the Board of any agreement not concerning current operations or normal circumstances, made directly or indirectly with the Casablanca Stock Exchange. This provision also applies to agreements made with any company of which he is owner, managing partner, manager, director, chief executive or member of the Board of Directors or of the Supervisory Board.

DuTY OF CARE

Members of the Supervisory Board must devote the time and attention required to properly perform their duties. They must be diligent and, except in the case of it being really impossible, attend all Board meetings and, as the case may be, Committees of which they are members.

Members are fully aware that it is the responsibility of the Board of Directors, upon the proposal of the Chairman, to decide on strategic objectives, to allocate resources to put in place the structures required to reach such objectives and to ensure that operational strategy is implemented. Furthermore, it is the responsibility of the Board of Directors to ensure control of management by the Board of Directors and to provide the necessary explanations to shareholders.

Members of the Supervisory Board 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 as well as ensuring the smooth running of Specialised Committees set up by the Supervisory Board. They endeavour to ensure that internal control procedures operate efficiently and that the statutory auditors perform their duties satisfactorily.

Members of the Supervisory Board are careful to maintain, under all circumstances, independent powers of analysis, of decision and of action and to reject any direct or indirect pressure, to which they may be subjected, from directors, particular groups of shareholders, creditors, suppliers and, in general, any third party.

Members of the Supervisory Board must make a clear undertaking to voice their opposition to any decision which they consider harmful to the Casablanca Stock Exchange and to use all possible means to convince the Board of the appropriateness of their stance. For this purpose, they may consider:

Explaining the reasons for their opposition and the harmful consequences for the Casablanca Stock Exchange of the decision envisaged by the Supervisory Board;


ProfessionAL SECRECY

Beyond the simple obligation for discretion as required by legislation relating to sociétés anonymes and the Articles of the Casablanca Stock Exchange, members of the Supervisory Board must consider themselves bound by professional secrecy as regards information not in the public domain, acquired in the course of performing their duties.

Information

Members of the Supervisory Board, upon taking office, must become or have become acquainted with the legal and regulatory texts governing the running of sociétés anonymes, as well as the Articles of the Casablanca Stock Exchange, a copy of which will be provided and any additional information or revisions subsequently made to the Articles. Members of the Supervisory Board must receive from the Casablanca Stock Exchange the information required to perform their duties, in particular the points on the agenda.

InSIDE formation

Each member of the Supervisory Board 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 

Members of the Supervisory Board 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, members of the Supervisory Board undertake to apply with common sense principles of integrity, independence, fairness and professionalism, which inspire the present charter.

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

Article 1 : Composition

The Supervisory Board is composed of a maximum of 12 members.

A government commissioner, appointed by the Ministry of Finance, is invited to attend all sessions of the Supervisory Board or associated Committees.

The members’ term of office is 3 years. They are eligible for re-election.

The Council elects, from within its members, a Chairman and a Vice-Chairman and fixes their term of office which may not however exceed their term as member.

The Supervisory Board nominates a Secretary to the Board, upon proposal of the Chairman, responsible for organising meetings under the authority of the Chairman and for drafting and recording the minutes according to the terms stipulated by law.

Article 2 : MEETINGS

According to the terms of the Articles, a meeting of the Board is called by all possible means by the Chairman or Vice-Chairman or on the request of half of the members, if it has not met during the previous 6 months.

The summons to attend may occur by letter, by fax or by E-mail.

The summons must be accompanied by the agenda and the necessary information to enable members to prepare for the deliberations.

The meetings take place at head office or at any other place, in Morocco , which will be indicated in the summons.

The Board’s deliberations are valid only if at least half of its members are present.

The statutory auditors are obliged to attend the meeting of the Supervisory Board in which the accounts for the past financial year are approved.

The Chairman may invite any person, whether a shareholder or not, employee of the Casablanca Stock Exchange or not, if he believes his presence will be useful to the sessions of the Supervisory Board.

An attendance register is kept which is signed by all members attending meetings and by other persons in attendance.

The decisions are taken by majority voting by members, either present or represented, and the casting vote of the Chairman is decisive in the event of an equal share of votes.

The Board meets at least four times a year to:

The Board’s deliberations are recorded in the minutes drawn up by the Secretary to the Board on the basis of an audio recording of sessions. Such recordings are destroyed after the minutes have been signed.

The minutes are sent to members of the Supervisory Board as soon as they have been drafted and, at the latest, at the time of convening the following meeting. Members’ comments on the text of the said minutes or their requests for correction are made in the minutes of the following meeting.

Article 3 : remit

The Supervisory Board deliberates on all matters which come within its legal or statutory remit. In addition, the Board:

Article 4 : SUPERVISORY BOARD INFORMATION

Each member receives all the information required to perform his duties and can request, through the Chairman of the Board, to be sent any document which he deems useful.

Article 5 : ComMITTEES

In certain fields of expertise, the Board’s deliberations are prepared by specialised committees, composed of members nominated by the Board and with the participation, if it is deemed necessary, of third parties which may be shareholders. These committees investigate matters which fall within their remit and submit their opinions and proposals to the Chairman.

The committees may, in performing their respective duties, give audience to the Board of Directors, its Chairman or one of its members and request that technical studies be carried out by external parties, at the company’s expense, in accordance with current procedures and after having informed the Chairman of the Board. They report to the Chairman of the Board the information obtained and the opinions gathered.

The Specialised Standing Committees are as follows:

The Committees meet when convened by the respective Chairmen. The Government Commissioner is invited to all committee meetings. Any request for information is made by the Committee Chairman through the Chairman of the Board of Directors.

The Board may set up one or several ad hoc committees.

Article 6 : directors' FEES

Each member receives directors’ fee according to the distribution, determined by the Board, of an amount fixed by the Annual General Meeting as.

Each member may also receive a one-off payment for sitting on a committee or for a specific assignment.

1. Composition

The “Audit” Committee (hereafter, the “Committee”) is composed of three members, all of whom are nominated by the Casablanca Stock Exchange’s Supervisory Board.

2. rEMIT

The Committee has an advisory role, particularly with regard to the preparation of the accounts, the accounting methods and principles adopted, the assignments of the auditors, the choice of Statutory Auditor(s) and the control of the rules guaranteeing their independence, internal control procedures and off-balance sheet arrangements and other contingencies. It examines the accounts of the parent company on an annual, half-yearly and quarterly basis before they are presented to the Board. It also ensures that the Casablanca Stock Exchange respects its Mission Statement.

3. working procedures

The Committee meets at least four times a year when convened by the Chairman with reasonable notice or without notice in the event of an emergency. A meeting can be convened by any means, including verbally.

Members must receive the documents relating to the meeting’s agenda sufficiently in advance.

The Government Commissioner is invited, in writing, to all Committee meetings.

A quorum of at least two members present is required to hold a Committee meeting.

The recommendations, proposals, conclusions and observations of the Committee are decided by the majority of votes of Committee members attending the meeting. In case of an equal share of votes, the Chairman’s casting vote is decisive.

The Head of Compliance of the Casablanca Stock Exchange is appointed as permanent Secretary of the Committee.

The Committee may, in performing its respective duties, give audience to the Board of Directors, its Chairman or one of its members. It may also request that technical studies be carried out by external parties, at the company’s expense, in accordance with current procedures.

Any request for information is made by the Committee Chairman through the Chairman of the Board of Directors.

The minutes of the meetings are drafted by the Committee Secretary and put to the approval of the Chairman and the other members of the Committee. As soon as they are approved, the minutes are filed in a register held by the Secretary.

4. REmunEration

A fixed sum is granted to members of the Committee and its Chairman as remuneration for their activity and in consideration for their actual attendance at meetings. This amount is fixed by the Supervisory Board.

5. rePORTING TO THE SUPERVISORY BOARD

The Chairman of the Committee, or any member appointed by the Committee in the event that the Chairman is unavailable, systematically provides the Supervisory Board with a summary of the recommendations, proposals, conclusions and observations of the Committee.

The Committee reviews and assesses at least once a year the contents of this rule and submits any proposal for change to the approval of its members.

1. Composition

The “Appointments & Remuneration” Committee (hereafter, the “Committee”) is composed of a maximum of four members, all of whom are appointed by the Casablanca Stock Exchange’s Supervisory Board.  

2. remit

The Committee has an advisory role, particularly with regard to the remuneration of the Chairman and members of the Board of Directors. It proposes to the Supervisory Board overall policy relating to the variable part of directors’ remuneration. It also gives its opinion on the level and distribution of directors’ fees. In addition, it is responsible for studying all measures relating to management appointments. It therefore makes proposals to the Supervisory Board in view of the appointment of any member of the Supervisory Board or of the Board of Directors as well as any member of a specialised Supervisory Board Committee and of its Chairman.  

3. WoRKING PROCEDURES

The Committee meets at least twice a year when convened by the Chairman with reasonable notice or without notice in the event of an emergency. A meeting can be convened by any means, including verbally.

Members must receive the documents relating to the meeting’s agenda sufficiently in advance.

The Government Commissioner is invited, in writing, to all Committee meetings.

A quorum of at least two members present is required to hold a Committee meeting.

The recommendations, proposals, conclusions and observations of the Committee are decided by the majority of votes of Committee members attending the meeting. In case of an equal share of votes, the Chairman’s casting vote is decisive.

The Head of Compliance of the Casablanca Stock Exchange is appointed as permanent Secretary of the Committee.

The Committee may, in performing its respective duties, give audience to the Board of Directors, its Chairman or one of its members. It may also request that technical studies be carried out by external parties, at the company’s expense, in accordance with current procedures.

Any request for information is made by the Committee Chairman through the Chairman of the Board of Directors.

The minutes of the meetings are drafted by the Committee Secretary and put to the approval of the Chairman and the other members of the Committee. As soon as they are approved, the minutes are filed in a register held by the Secretary.

4. Remuneration

A fixed sum is granted to members of the Committee and its Chairman as remuneration for their activity and in consideration for their actual attendance at meetings. This amount is fixed by the Supervisory Board.

5. rePORTING TO THE SUPERVISORY BOARD

The Chairman of the Committee, or any member appointed by the Committee in the event that the Chairman is unavailable, systematically provides the Supervisory Board with a summary of the recommendations, proposals, conclusions and observations of the Committee.

The Committee reviews and assesses at least once a year the contents of this rule and submits any proposal for change to the approval of its members.

1. Composition

The “Strategy & Development” Committee (hereafter, the “Committee”) is composed of a maximum of four members, all of whom are appointed by the Casablanca Stock Exchange’s Supervisory Board.

2. rEMIT

The Committee has an advisory role, particularly with regard to the business strategies of the Casablanca Stock Exchange, its major disposals and acquisitions (where the sum exceeds the authorised limits granted to the Board of Directors by the Supervisory Board), alliance agreements, internal restructuring and financial transactions of a significant size.

3. woRKING PROCEDURES

The Committee meets at least twice a year when convened by the Chairman with reasonable notice or without notice in the event of an emergency. A meeting can be convened by any means, including verbally.

Members must receive the documents relating to the meeting’s agenda sufficiently in advance.

The Government Commissioner is invited, in writing, to all Committee meetings.

A quorum of at least two members present is required to hold a Committee meeting.

The recommendations, proposals, conclusions and observations of the Committee are decided by the majority of votes of Committee members attending the meeting. In case of an equal share of votes, the Chairman’s casting vote is decisive.

The Head of Compliance of the Casablanca Stock Exchange is appointed as permanent Secretary of the Committee.

The Committee may, in performing its respective duties, give audience to the Board of Directors, its Chairman or one of its members. It may also request that technical studies be carried out by external parties, at the company’s expense, in accordance with current procedures.

Any request for information is made by the Committee Chairman through the Chairman of the Board of Directors.

The minutes of the meetings are drafted by the Committee Secretary and put to the approval of the Chairman and the other members of the Committee. As soon as they are approved, the minutes are filed in a register held by the Secretary.

4. Remuneration

A fixed sum is granted to members of the Committee and its Chairman as remuneration for their activity and in consideration for their actual attendance at meetings. This amount is fixed by the Supervisory Board.

5. rePORTING TO THE SUPERVISORY BOARD

The Chairman of the Committee, or any member appointed by the Committee in the event that the Chairman is unavailable, systematically provides the Supervisory Board with a summary of the recommendations, proposals, conclusions and observations of the Committee.

The Committee reviews and assesses at least once a year the contents of this rule and submits any proposal for change to the approval of its members.

Article 1 :  PREREQUISITE UNDERTAKING

Members of the Board of Directors undertake to adhere to the code of professional conduct and to respect the spirit of it, in the knowledge that a code of practice may not embrace every possible situation and that the situations which are not explicitly forbidden are not necessarily recommended.

Article 2 :  Composition

The Supervisory Board is composed of at least two members and a maximum of five members.

The members’ term of office is 3 years.

The members of the Board of Directors are eligible for re-election on an indefinite basis.

Article 3 : meetings

Members of the Board of Directors meet as often as required in the interests of the Casablanca Stock Exchange, when summoned to attend by the Chairman.

The summons must be accompanied by the agenda and the necessary information to enable members to prepare for the deliberations.

The Board’s deliberations are valid only if more than half of its members are present.

The statutory auditors are obliged to attend the meeting of the Supervisory Board in which the accounts for the past financial year are approved.

The Chairman may invite any person, whether a shareholder or not, employee of the Casablanca Stock Exchange or not, whose presence he believes will be useful to the sessions of the Supervisory Board.

An attendance register is kept which is signed by all members attending meetings and by other persons in attendance.

The decisions are taken by majority voting by members, either present or represented, and the casting vote of the Chairman is decisive in the event of an equal share of votes.

The Board’s deliberations are recorded in the minutes drawn up by the Secretary to the Board.

The minutes are immediately signed by the members of the Board of Directors.

Article 4 : Remit

The Board of Directors is responsible for managing the activities of the Casablanca Stock Exchange under the supervision of the Supervisory Board.

The Supervisory Board deliberates on all matters which come within its legal or statutory remit. In addition, the Board:

The Board of Directors submits for prior authorisation by the Supervisory Board those actions defined in Article 18 of the Articles and all operations exceeding the sum fixed by the Supervisory Board.

Article 5 : BOARD OF DIRECTORS' INFORMATION

Each member receives all the information required to perform his duties and can request, through the Chairman of the Board of Directors, to be sent any document which he deems useful.


CHAPITRE 1 : PRINCIPlES

Article 1.1

Members of staff ensure that the activities of the Casablanca Stock Exchange are carried out at all times with care, loyalty, neutrality and impartiality so as to ensure the efficiency, integrity, transparency and good reputation of the institution. Each member of staff must therefore ensure that respect for such principles is not compromised by his behaviour and attitudes.

Respect for such principles derives, above all, from respect for the obligations described in the Articles below.

Article 1.2

Employees must become acquainted with the rules of the present code of professional conduct and contact the person in charge of Ethical Standards, referred to below in Article 1.3, for additional explanations.

Article 1.3

The Chairman of the Board of Directors appoints a person, who is a member of staff of the Casablanca Stock Exchange, as Head of Ethical Standards.

This person’s responsibilities include:

The Head of Ethical Standards is obliged to respect the confidential nature of the information to which he has access in the course of his carrying out his duties, except for which he may have to divulge in the event of disciplinary proceedings.

CHAPITRE 2 : SECURITIES TRANSACTIONS

Article 2.1

Any person acting on behalf of the Casablanca Stock Exchange and authorised to carry out stock-market transactions for his own account, may possess only one investment account for the purchase and sale of securities or other negotiable financial products, with the exception of shares or units in UCITS. The Casablanca Stock Exchange must be notified of which institution is acting as custodian for the securities. This declaration implies that the Casablanca Stock Exchange is given access, if needed, to all information relating to such transactions, and that this institution may be occasionally required to produce account statements.

In the event that a person possesses investment accounts with several custodian institutions, he must transfer these accounts to a single institution before becoming a member of staff of the Casablanca Stock Exchange. This transfer must occur within a period of fifteen days from the date that he becomes acquainted with the present code of professional conduct.

Article 2.2

Upon joining the company, all members of staff are obliged to make a declaration to the Head of Ethical Standards, giving details of their investment portfolio following the model in the appendices.

If the member of staff does not have a portfolio, the declaration must mention "none".

Article 2.3

All members of staff, on whose behalf a stock-market transaction is executed, are obliged to make a declaration to the Head of Ethical Standards within five days following receipt of the trade confirmation of the said transaction following the example of the pro-forma model in the appendices.

Article 2.4

All members of staff are obliged to hold each security, with the exception of units in UCITS or other mutual funds, bought or subscribed directly, by an intermediary or in the name of any other person, for a minimum period of 60 days following the date of the transaction, except for a security obtained as part of a dividend reinvestment plan or received as part of a dividend distribution in the form of shares or in a bonus issue.

Article 2.5

In the event that a member of staff has a privately-managed portfolio, he is forbidden from contacting his portfolio manager to have him take specific investment decisions. He must submit a copy of the mandate to the Head of Ethical Standards.

Article 2.6

Members of staff of the Casablanca Stock Exchange may not have any share in the income from an investment account for which they are not the holder. They may not possess a mandate to act on behalf of others for dealing in securities markets.

CHAPITRE 3 : SPECIFIC RESTRICTIONS

Article 3.1

Persons with responsibility for quotation or market supervision may not carry out securities transactions for their own account, except for dealing in units in UCITS.

All these measures apply to transactions carried out for every account in which a member of staff is potentially involved in a personal capacity.

Article 3.2

The Chairman of the Casablanca Stock Exchange, having consulted the Head of Ethical Standards, may request any member of staff to refrain from dealing directly in the market for his own account. He may also ask him to liquidate the open positions in his account within a specific period of time or request that his portfolio be managed by a third-party portfolio manager.  

CHAPITRE 4 : PROFESSIONAL SECRECY

Article 4.1

All persons acting on behalf of the Casablanca Stock Exchange or under its responsibility are bound by professional secrecy and expose themselves to sanctions prescribed by law and current regulations.

Thus, no member of staff may use for personal gain, directly or by an intermediary, any information of which he has knowledge in the course of carrying out his duties. He is strictly forbidden to impart information not in the public domain to any other person.

Article 4.2

No employee of the Casablanca Stock Exchange may solicit or accept, either for himself or for any other person, any benefit given to him on account of his position, from a brokerage firm, an issuer, a financial institution or a supplier.

Article 4.3

A member of staff of the Casablanca Stock Exchange may not be a member of the Board of Directors, the management team or the staff of a company making a public offer in Morocco .

If the Head of Ethical Standards reckons that a member of staff is conducting an outside activity incompatible with his duties at the Casablanca Stock Exchange, the Chairman of the Board of Directors may ask this person to refrain from this outside activity.

CHAPITRE 5 : PROVISIONS APPLICABLE TO MEMBERS OF THE SUPERVISORY BOARD

Article 5.1

No member of the Supervisory Board of the Casablanca Stock Exchange may use for personal gain, directly or by an intermediary, any information of which he has knowledge in the course of carrying out his duties. He is strictly forbidden to impart information not in the public domain.

Article 5.2

No member of the Supervisory Board of the Casablanca Stock Exchange may solicit or accept, either for himself or for any other person, any benefit given to him on account of his position at the Casablanca Stock Exchange, from a brokerage firm, an issuer, a financial institution or a supplier. 

CHAPITRE 6 : UPDATES AND EFFECTIVE DATE

Article 6.1

The Casablanca Stock Exchange may choose to update its code of professional conduct depending on circumstances. It gives a copy to the Council for the Code of Ethics in Securities Markets (CDVM), to all its employees and to all members of its Supervisory Board. Employees and members of the Supervisory Board must renew their undertaking to respect the rules contained therein.