BMCE Bank and its Governance

BMCE Bank
and its Governance
Board of Directors
Othman BENJELLOUN
Michel LUCAS
Mario MOSQUEIRA DO
AMARAL
Roberto LOPEZ ABAD
David SURATGAR
Zouheir BENSAÏD
Othman BENJELLOUN
Chairman & Chief Executive Officer
Group CREDIT MUTUEL - CIC
Represented by Michel LUCAS
BANCO ESPIRITO SANTO
Represented by Mario MOSQUEIRA DO AMARAL
CAJA MEDITERRANEO
Represented by Roberto LOPEZ ABAD
David SURATGAR
FINANCECOM
Represented by Zouheir BENSAÏD
Azeddine GUESSOUS
Anass ALAMI
Adil DOUIRI
Amine BOUABID
Jaloul AYED
Mamoun BELGHITI
Brahim BENJELLOUNTOUIMI
Mohamed BENNANI
RMA WATANYA
Represented by Azeddine GUESSOUS
CAISSE DE DEPOT ET DE GESTION
Represented by Anass ALAMI
Adil DOUIRI
Amine BOUABID
Jaloul AYED
Director & Delegate General Manager
Mamoun BELGHITI
Director & Delegate General Manager
Brahim BENJELLOUN - TOUIMI
Director & Delegate General Manager
Mohamed BENNANI
Director & Delegate General Manager
Board of Directors Activities
The Board of Directors
The Board of Directors is governed by
Company rules and regulations which
are conformant with the provisions of
Bank Al-Maghrib, the Central Bank’s
Directive and with the best practices of
good governance. It draws up a list of
rules governing the composition and
assignments of the Board of Directors,
its operating mode, as well as its special
mandates. The rules and regulations
are complemented by a Charter for
Directors, which specifies rights and
obligations, in terms of assignments,
independence, diligence, ethical rules
pertaining to stock-exchange operations, observance of legal prescriptions,
conflict of interest, professional secrecy,
and loyalty. All Board members adhere
de facto to these federating principles.
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Internal Regulation
« … The foremost duty of the Board of Directors is to maintain a balance between the interests of
shareholders and growth prospects, long-term creation of wealth, and the protection of depositors.
This duty is premised on two fundamental elements: decision-making and monitoring. The
decision-making function consists in devising fundamental policies and setting strategic objectives,
in consultation with General Management, as well as approving certain important decisions. The
monitoring function consists in examining the decisions made by General Management, ensuring
the conformity of the system, taking care of control, and implementing policies
The Board of Directors thus fulfills a fourfold mission: it defines corporate strategy, appoints the
representatives who would be entrusted with corporate management, controls management and
looks after the quality of information transmitted to the shareholders and the market, by means
of the account statement or in conjunction with major transactions. The Board of Directors is
therefore responsible for the following tasks :
Strategic Planning Process
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by the Bank, including the allocation of capital, spending and transactions whose amounts
exceed the threshold set by the Board of Directors.
Risk Identification and Management
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the Bank’s main business activities ;
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risks ;
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regulations, companies, stocks and shares, and other legal obligations.
Internal Control
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adherence of the entire organisation to a culture based on control and responsibility ;
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in the area of auditing, accounting, and presenting information ;
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20
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09
Governance
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from the General Management ;
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members of the management or of the shareholding ;
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its role and discharge its duties ;
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Composition of the Board
of Directors
According to the Bank’s Statutes, the
Board of Directors shall be composed
of six members at least and of fifteen
members at most, taken from among the
shareholders and appointed by the General Meeting.
Presently, out of the fifteen possible members of the Board, nine are non-executive
directors, 5 are BMCE Bank executive
directors and one seat is vacant.
The Ordinary Annual General Meeting,
which convened to decide on the accounts
pertaining to the financial year ending on
December 31, 2009 ratified the Board’s
co-optation of the CDG (or, Caisse de
Dépôt et de Gestion), represented by its
General Manager, Mr. Anass ALAMI
for 6 financial years –that is up until the
holding of the Ordinary Annual General
Meeting which will be deciding on the
accounts pertaining to the financial year
closed on December 31, 2015.
Moreover, the General Meeting, which
was held on May 26, 2010, renewed the
mandates of the following DirectorsDelegate General Managers: Mr. Abdeljelil AYED, Mr. Mamoun BELGHITI,
Brahim Benjelloun TOUIMI, Mohammed BENNANI, and Mr. Adil DOUIRI
for 6 financial years –that is up until the
holding of the Ordinary Annual General
Meeting which will be deciding on the
accounts pertaining to the financial year
closed on December 31, 2015.
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The Board of Directors met twice in 2009 to debate and make decisions on the
following issues :
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One of the major events which marked the activities of the Board of Directors during
the year 2009 was the enhancement of governance within BMCE Bank Group with
a view to following through on its development strategy at the national and internal
scales with the appointment of the following persons :
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Chairman, in charge of coordinating all of the Group’s entities ;
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between MediCapital Bank and Bank of Africa Group ;
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which is in the process of creation, dedicated to debt collection activity.
ndance rate of the board memb
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The average attendance
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21
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22009
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09
Senior Management
Jaloul AYED
Director & Delegate General Manager
Vice Executive Chairman & CEO of BMCE
International London
Mamoun BELGHITI
Director & Delegate General Manager in
charge of Remedial Management
22
annual report
eport 20099
Mr. Jaloul AYED, Director & Delegate
General Manager of BMCE Bank, was
nominated Vice Executive Chairman & CEO
of BMCE International London (MediCapital
Bank plc) in June 2010.
Before joining BMCE BANK Group in 1998,
Mr. Jaloul AYED spent 18 years of his career
at Citibank. From 1990 to 1995, he was
managing director of Citibank Maghreb in
Casablanca and Citicorp / Citibank Country
Corporate Officer for Morocco.
In 1996, he joined Citicorp International Ltd.
In London in the Capital Markets Department.
where he had responsibilities as Senior Banker
in the financing division for Europe, Africa and
the Middle East.
Since he joined BMCE Group, Mr. AYED
has strongly contributed to the set up of the
Group’s investment bank, BMCE Capital,
and the launch in 2003 of the first activities of
BMCE Capital in West and Central Africa by
creating the first subsidiary in Dakar, and more
recently in Cameroon.
In 2006, BMCE Capital inaugurated AXIS
Capital in Tunisia. Mr. Ayed conducted the
project for the set up of a banking subsidiary
of BMCE Bank in London under the
name of MediCapital bank which obtained
authorisation from the Financial Services
Authority in May 2007
Mr. Jaloul AYED was nominated Director &
General Manager of the Bank in March 2004,
in charge of the Wholesale Bank, till March
2010.
A graduate of the University of Maryland in
the United States, where he earned his Masters
in Economics in 1979, Mr. AYED is married
and father of three children.
M r. Ma m o u n B E LG H I T I i s Di re c t o r
& Delegate General Manager in charge
of Remedial Management. He has been
designated to chair a new entity dedicated
to debt collection, International Recovery
Managment & Expertise, a Group’s subsidiary
in the process of creation.
Mr. Mamoun BELGHITI began his career
in 1972 in General Services, and later in
the Inspection Division. He was appointed
manager of the Credit and Treasury Division
in 1981, and of the Investment and Credit
Division in 1991. In this capacity, on behalf of
the Bank Mr. BELGHITI negotiated several
credit lines, in particular with the Word Bank,
IFC, IMF, EIB and ADB.
In early 1996, he became director of the
Financial Affairs Division where he actively
participated in the establishment of the
development strategy plan and reorganisation
of the Bank. The same year, alongside with
the Chairman and other senior executives,
he participated in the GDR issue enabling
BMCE Bank to raise capital on international
capital markets. In the same fiscal year, Mr.
BELGHITI was promoted to Deputy General
Manager.
In February 1998 he was appointed General
Manager in charge of the Financial Affairs
Division as well as Retail Banking. In April
2002 he became the Main Advisor to the
Chairman in charge of representation of the
Bank to National and International Institutions
as well as relations with monetary authorities.
He occupies a seat in the organisations in
which the Bank is a shareholder.
In Ma rc h 2 0 0 4 , M r. B E LG H I T I w a s
appointed Director and General Manager.
Since that time, he has been in charge of the
Remedial Management Group’s.
He has also participated in several seminars
that he led in Morocco as well as abroad.
Born in 1948, Mr. BELGHITI is married and
father of two children.
Brahim BENJELLOUN-TOUIMI
Director & Delegate General Manager
to the Chairman
Mohamed BENNANI
Direcor & Delegate General Manager in
charge of BOA Group’s Network
Mr. Brahim BENJELLOUN-TOUIMI is
Director & Delegate General Manager to the
Chairman in charge of coordinating all BMCE
Bank Group’s activities since March 2010. He
is also in charge of the Chairmanship of the
General Management Committee, the Vice
Chairmanship of the Senior Credit Committee
and the Chairmanship of the Supervisory
Board of BMCE Capital. Likewise, he is on
the Board of the investment bank subsidiaries
and the specialised financial services.
After joining BMCE Bank in 1990, his career
was marked by the creation of dedicated
subsidiaries, the set up of stock brokerage
and asset management activities, as well as
the launch of the first mutual funds on the
Casablanca Stock Exchange.
In conjunction with his functions at the Bank,
he is Director of Bank of Africa- Kenya as
well as Chairman of the Supervisory Board
of Eurafric Information, a joint venture
specialised in IT created by BMCE Bank-RMA
Watanya and the Credit Mutuel CIC Group.
Board member of Euro Information in France,
the IT subsidiary of Crédit Mutuel Group,
Mr. Benjelloun-Touimi chairs the Board of
Directors of several IT subsidiaries of BMCE
Bank Group.
Board member of BMCE Bank Foundation
and other educational NGOs, he is Chairman
of PlaNet.Finance Maroc, an international
solidarity organisation dedicated to the
development of micro finance, as well as
Chairman of the National Association of
Moroccan Business Corporations (ANMA).
Mr. Brahim Benjelloun-Touimi holds a PhD in
money, finance and banking at the University
of Paris I/Pantheon-Sorbonne. During his
PhD studies he was selected by the IMF to
conduct research on the financial system of one
of the member countries. He began his career
on the French financial market and headed
research on the trading floor of a large French
investment bank
Born in 1960, Mr. Benjelloun-Touimi is
married and father of three children.
Mr. Mohamed BENNANI is Director &
Delegate General Manager in charge of Bank Of
Africa Group’s Network. From 2002 to 2009,
Mr. BENNANI had been in charge of the Retail
Bank. BMCE Bank has reinforced during this
period its proximity with customers, thanks to
the reorganisation of the distribution network,
the implementation of the branch expansion
programme and the sustained enrichment of the
portfolio of products and services.
From 1993 to 1997 Mr. Bennani headed the
management of BMCE International Madrid,
established under the Spanish law in 1993 by
BMCE Bank with local partners and in 1997 he
was in charge of the Bank’s international division
In 1989, he was assigned to Banque de
Développement du Mali to oversee its turnaround
with the support of International and regional
institutions.
From 1976 to 1988, Mr. BENNANI was in
charge of the international and Trade
T
Finance
in the Middle East and France, within BMCE
International Department.
From 1974 to 1976, he was in charge of the
Bank’s Representative office in Beirut for the
Middle East and Gulf countries.
He holds a bachelor’s degree in economics from
Mohammed V University in Casablanca. He was
honored Knight of the National Order of Mali.
Born in 1949, Mr. BENNANI is married and
father of two children.
23
annual report 2009
Senior Management
Mr. Driss BENJELLOUN is Delegate General
Manager in charge of BMCE Bank Group
Finance & Risk. When he joined BMCE Bank
Group in 1986, Mr. Driss BENJELLOUN
was tasked with the project of creating a
Management Control Unit for the purpose of
improving the steering of activities. In 1990, he
was entrusted with endowing the Bank with an
Audit and Management Control Department.
Driss BENJELLOUN
Delegate General Manager
in charge of the Group’s Risk & Finance
Mounir CHRAIBI
Delegate General Manager
in charge of the Group’s IT & Finance
Process
24
Following the privatisation of BMCE Bank,
Mr. Driss BENJELLOUN was put in charge
of the Banking Production Department, the
Back Office of the Bank, and tasked with the
mission of rationalizing the entities pertaining
to it and providing them with the necessary
tools and means in order to better serve
customers.
In 1998, Mr. Driss BENJELLOUN was
appointed Deputy General Manager in charge
of several department within the Bank which
make up the Group Support Division –notably,
Banking Production; Information Systems;
Organisation; General Means; and Security.
Indeed the prime mission of the Division
consisted in coordinating and harnessing these
entities in such a way as to better meet the new
challenges attendant upon the development of
annual report
eport 20099
Mr. Mounir CHRAIBI, a Delegate General
Manager, has been in charge of the Group’s
Information Technology and Process since
March 2010. Mr. Mounir CHRAIBI began
his career back in 1987 as a project-manager
in charge of the Crédit du Maroc Information
Systems master-scheme. He then served as Head
of Organisation and Information Systems at the
Harbors’ Operating Office. During this period,
he carried out missions designed to simplify
foreign trade for the benefit of the Ministry in
charge of Foreign Trade.
In 1994, Mr. CHRAIBI was appointed
General Manager of the Vocational Training
and Employment Promotion Office. His term
in the Office was marked by the development
of on-going in-house training and the launch
of programmes for the recruitment of young
people, notably in IT areas. His action within
the Office actually contributed to the creation
of the National Agency for the Employment of
Young People (ANAPEC).
In 2001, Mr. CHRAIBI was appointed
Manager General of the National Social
Security
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In 2003, Mr. Driss BENJELLOUN took
the reins of the Group’s Financial Division
with a view to shoring up the integration of
the various BMCE subsidiaries in Morocco,
Europe, and Africa. In parallel to this, Mr.
Driss Benjelloun was tasked with leading two
major structuring projects: the adoption of
IFRS standards for the Group’s accounts and
the implementation of the standards spelled
out by Basel II.
Moreover, he has steered the process of
setting up several entities, such as: BMCE
International Madrid; Maroc Factoring;
Interbank Card-use Centre and Docuprint. In
Africa, he participated in the restructuring of
the BDM and steered the merger of the latter
with the BMCD.
Mr. Driss BENJELLOUN started his career
as a consultant auditor in various renowned
foreign firms and also served as an instructor
at Picardie University. He holds a doctorate in
Finance from Paris Dauphine University and
a Diploma in Advanced Accounting Studies.
Mr. BENJELLOUN, who was born in 1955,
is married and a father of three children.
modernised, as seen for instance, in the setting
up of tele-declaration of the employees on the
payroll of private sector enterprises or the telepayment of social contributions. This period was
likewise marked by the launch of Mandatory
Health Insurance –a new branch within the
social security scheme.
In 2005, Mr. CHRAIBI was appointed Wali
(Governor) of the Marrakech, Tensift, Al-Haouz
Region. During his term there, the region saw
an upsurge in private investments as well as the
implementation of major structuring public
investments throughout the Marrakech region.
Mr. Mounir CHRAIBI was graduated as
an engineer from the Paris-based Ecole
Po l y t e c h n i q u e a s we l l a s a n e n g i n e e r
graduated from the National Higher School of
Telecommunications in Paris. He was awarded
a Throne Medal (the Knights Order) by His
Majesty the King. He was likewise awarded
Leopold Knights Order Medal by the Belgian
Kingdom. Mr. CHRAIBI, who was born in
1963, is married and the father of two children.
Management of Morocco based Subsidiaies
BMCE BANK
INVESTMENT BANKING ACTIVITIES
SPECIALISED FINANCIAL SUBSIDIARIES
SALAFIN
BMCE CAPITAL
Investment Bank
Consumer Company
Chairman of the Board
Khalid NASR
Chairman of the Board
Amine BOUABID
MAGHREBAIL
BMCE CAPITAL BOURSE
Stock Brokerage
Leasing Company
Chairman of the Board
Youssef BENKIRANE
Chairman & CEO
Azeddine GUESSOUS
BMCE CAPITAL GESTION
MAROC FACTORING
Asset Management Firm
Factoring Company
General Manager
Amine AMOR
General Manager
Hicham DAOUK
EULER HERMES ACMAR
CASABLANCA FINANCE MARKETS
Investment Bank
Credit Insurance Company
General Manager
Younes BENJELLOUN
General Manager
Jean-christophe BATLLE
OTHER ACTIVITIES
EURAFRIC INFORMATION
IT Services
Chairman of the Board
Younes KARKOURI
LOCASOM
Long Term Car Rental Services
Chairman & CEO
Amine ECHCHERKI
Chairman & CEO
Jawad BENNIS
annual report 2009
HANOUTY
Distribution
29
Corporate Governance
The Audit and Internal Control Committee
COMPOSITION
PERIODICITY
MISSION
CHAIRMAN
3 times per year,
as a minimum.
The committee permanently ensures the continuation of all the missions and objectives mentioned
hereafter :
Azeddine GUESSOUS
Intuitu personae
EX-OFFICIO MEMBERS
FinanceCom
represented by M. Zouheir BENSAID,
Vice President and General Manager;
Credit Mutuel - CIC Group
represented by Jean-Jacques TAMBURINI
Member of CIC Board of Directors;
Mario Mosqueira DO AMARAL
Intuitu personae
ASSOCIATE MEMBERS
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to the Chairman ;
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of the Group’s Finances & Risks
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the General Management
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INVITED MEMBERS
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who is part of the managing staff and
any executive whose function falls within
the scope of its area of intervention for a
hearing or for collaboration.
SECRETARIAT
M. Khalid LAABI
Assistant General Manager and General
Controller of BMCE Bank Group
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processing and conservation of accounting data;
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established control systems that are in place;
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proposed or implemented;
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coherence of internal control systems for each entity with
a financial calling belonging to the Group;
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accounts before submittal for approval by the Board of
Directors;
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report which is submitted to the Board of Directors for
examination;
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activities in Group entities;
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progress of endeavors made in this area by each of the
entities in the Group;
t4VCNJUUBMBUMFBTUUXJDFBZFBSUPUIF#PBSEPG%Jrectors, of the status of outstanding debts, the outcome of
out-of-court collection operations and recovery of debts,
debt-restructuring and the status of reimbursements;
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disclosed to shareholders.
The verification operations and internal procedures in addition must make it possible to
ensure :
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with legal and regulatory specifications, as well as with
professional and ethical standards currently in force;
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procedures as established by the competent bodies.
The modes of carrying out operations must comprise –as
an integral part—control procedures, as well as appropriate audit tracks. Periodic checks designed to ascertain
full observance of the procedures must be undertaken.
30
annual report 2009
The Bank’s Audit and Internal Control Committee
MISSION
COMPOSITION
CHAIRMAN
Mario MOSQUEIRA DO AMARAL
Intuitu personae
twice a year, as a
minimum
EX-OFFICIO MEMBERS
tGroupe Credit Mutuel - CIC
represented by Jean-Jacques TAMBURINI,
Member of CIC Board
tFinanceCom
represented by Mr. Zouheir BENSAID,
Vice-President General Manager;
t3."8"5"/:"
represented by Mr. Azeddine GUESSOUS
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Intuitu personae
ASSOCIATE MEMBERS:
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the Chairman ;
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the Group’s Finances & Risks ;
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the General Management ;
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Finances Division ;
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Division.
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processing and conservation of accounting data;
t&ïDJFOUDJSDVMBUJPOPGEPDVNFOUBUJPOBOEJOGPSNBtion, both internally and externally;
t"TTFTTNFOUPGUIFDPIFSFODFBOEBEFRVBDZPGUIF
established control systems that are in place;
t"TTFTTNFOUPGUIFQFSUJOFODFPGUIFDPSSFDUJWFNFBTVSFT
proposed or implemented;
t7FSJíDBUJPOPGUIFDPNQMJBODFDPNQBUJCJMJUZBOE
coherence of internal control systems for each entity with
a financial calling belonging to the Group;
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accounts before submittal for approval by the Board of
Directors;
t%SBXJOHVQPGUIFBOOVBMBDUJWJUZBOEFBSOJOHT
report which is submitted to the Board of Directors for
examination;
t4VCNJUUBMBUMFBTUUXJDFBZFBSUPUIF#PBSEPG%Jrectors, of the status of outstanding debts, the outcome of
out-of-court collection operations and recovery of debts,
debt-restructuring and the status of reimbursements;
t0WFSTFFUIFRVBMJUZBOEWFSBDJUZPGUIFJOGPSNBUJPO
disclosed to shareholders.
INVITED MEMBERS
t&YUFSOBMBVEJUPST
t&YFDVUJWFTJODIBSHFPGUIFFOUJUJFTXIJDI
are concerned by the items on the agenda
of the Committee session may be invited to
attend the meetings
SECRETARIAT
M. Khalid LAABI
Assistant General Manager and General
Controller of BMCE Bank Group
L@=OGJCKG>L@=:9FCK9M<AL9F<AFL=JF9D;GFLJGD;GEEALL==
31
annual report 2009
BMCE Bank’s Audit and Internal Control Committee met on three occasions in 2009
t%VSJOHUIFTFTTJPOIFMEPO.BSDIUIF"*$$VOEFSUPPLUIFFYBNJOBUJPOPGUIF(FOFSBM$POUSPM"DUJWJUZ3FQPSUUIFJNQMFNFOUBUJPO
of the recommendations made by previous AICC; the progress achieved in technological partnership, the Bank’s commitment portfolio; the
performances of MediCapital; the main stakes involved in risk management at the level of Bank of Africa; the standing of BMCE Bank equity;
and the validation of sector-based limits.
t%VSJOHUIFTFTTJPOIFMEPO+VOFBUUFOUJPOXBTEFWPUFEUPUIFFYBNJOBUJPOPGUIFSFQPSUTVCNJUUFECZFYUFSOBMBVEJUPSTUIFDBSUPHSBQIZ
of risks; and the implementation of the recommendations made by previous AICC.
t8PSLEVSJOHUIFTFTTJPOIFMEPO4FQUFNCFSDFOUFSFEJOUIFQSPDFTTPGFTUBCMJTIJOHDPOTPMJEBUFEBDDPVOUTTVCTJEJBSJFTVQTUSFBNJOGPSmation flow; the process of validating the business plan of subsidiaries; the implementation of the recommendations pertaining to General
Control; reviewing the commitment portfolio and financial communication.
Corporate Governance
Governance Committee
COMPOSITION
PERIODICITY
CHAIRMAN
Quarterly or any
time required at
the discretion of
the commitee
members.
Groupe Crédit Mutuel - CIC
PERMANENT MEMBERS
tCAISSE DE DÉPÔT ET DE GESTION
t.ĂDavid SURATGAR
t.ĂAdil DOUIRI
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and to the legal and regulatory provisions in force and
communicate with the shareholders on these points;
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composition, mission and proceedings of the Board of
Directors and its Specialised Committees;
t'PSFTFFBOETVQFSWJTFUIFSFTPMVUJPOPGQPUFOUJBM
DPOîJDUTPGJOUFSFTUUIBUNBZPDDVSCFUXFFONFNCFSTPG
the Board of Directors, in connection with operations
and transactions bringing together the executives or
shareholders;
INVITED MEMBERS
This committee can, at its own discretion,
invite any person member or non-member
of BMCE Bank or its Group, depending
on the issues figuring on the day’s agenda,
in particular with regard to commissions
dealing with certain points in connection
with examination of agreements, appointments or remuneration.
t1SPQPTFDPPQUBUJPOQSPDFEVSFTPG%JSFDUPSTBOE
members of the General Management and formulate
recommendations or advise on the appointment of a new
member;
COMMITTEE SECRETARIAT:
t1SPQPTFBSFNVOFSBUJPOQPMJDZGPS%JSFDUPSTBOENFNbers of the General Management, in compliance with
the criteria set beforehand by the Board of Directors.
Mr. Director and Delegate General Manager to the Chairman
The Group Strategic Committee
COMPOSITION
PERIODICITY
MISSION
CHAIRMAN
Quarterly, or if
necessary, upon
the request of the
Chairman or two
standing members
The strategic Committee is tasked with initiating and supervising strategic thinking within BMCE Bank Group,
as well as with making recommendations to the Board
of Directors, with regards to the strategy of the Group.
Its mission then revolves around four major key areas :
Mr. Othman BENJELLOUN,
$IJFG&YFDVUJWF0ïDFS
VICE PRESIDENT
M. Azeddine GUESSOUS,
President of the AICC at BMCE Bank Group
OTHER PERMANENT MEMBERS
tɨFBQQPJOUFESFQSFTFOUBUJWFPGUIF$SÏEJU
Mutuel Group –CIC
tɨFBQQPJOUFESFQSFTFOUBUJWFPG'JOBODF$PN
ASSOCIATE MEMBERS
32
annual report 2009
t.S%JSFDUPSBOE%FMFHBUF(FOFSBM.BOBHFS
to the President;
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Group’s major subsidiaries (Bank of Africa Group;
MediCapital Bank; Maghrebail; and Salafin) ;
t.S%FMFHBUF(FOFSBM.BOBHFSJODIBSHFPG
the Group’s Finances and Risks ;
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of the Group’s Information Technology and
Process Division ;
t.S.PIBNFE#&//06/""EWJTPSUPUIF
General Management.
SECRETARIAT
Manager of the Group Finance Division
Reflection on and definition of BMCE Bank
Group’s main strategic orientation
* Devise and formalize the Group’s strategic plan;
* Coordinate strategic thinking among the various Group entities;
* Assess relevant growth scenarios for the Group, by examining the options available in Morocco and abroad.
Initiation and execution of the strategy and the
launch of major cross-cutting projects:
* See to strategic alignment within the Group, both in
Morocco and abroad;
* Ascertain that the Group’s strategic partnership agreements are smoothly implemented and followed-up on;
* Identify and launch major transformation projects that
have a structuring potential for the Bank.
Evaluation of new operations for incorporation in
the Group’s strategy, on behalf of the Council
* Opportunities for development, investment, taking out
strategic stakes and synergy of BMCE Bank Group;
* Opportunities for extending the activities of BMCE
Bank’s scope of activity (internal/external growth, transfers,
diversification).
Following up on the competition environment
and its strategic development, at the national and
international scales
* Analysis of the strengths and weaknesses of the competitors;
* Analysis of the main trends of the banking industry;
* Benchmarking and adoption of the best practices in the
banking business
General Management Committee
COMPOSITION
PERIODICITY
MISSION
CHAIRMAIN
On a weekly basis
The General Management Committee is the
operational relay of the Group’s Strategic Committee
within the Bank in the elaboration of development
proposals and the implementation of the strategy, as
validated by the Board of Directors. The Committee
steers the Bank’s activities and arbitrates on all
operational or functional questions falling within the
competence of internal management divisions and
committees.
M. Brahim BENJELLOUN-TOUIMI
PERMANENT MEMBERS
tɨF%JSFDUPS%FMFHBUF(FOFSBM.BOBHFS
in charge of Remedial Management;
tɨF%FMFHBUF(FOFSBM.BOBHFSJODIBSHFPG
Finance & Risk
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of the Group’s Information Technology and
Process
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the Enterprise Bank;
tɨF%FMFHBUF(FOFSBM.BOBHFSJODIBSHF
of the Bank for Private individuals and
Professionals ;
tɨF%FMFHBUF(FOFSBM.BOBHFSJODIBSHFPG
the Enterprises Network ;
t.S.PIBNFE#&//06/""EWJTPSUP
the General Management;
tɨF(FOFSBM$POUSPMMFSPGUIF(SPVQ
ASSOCIATE MEMBERS
t.S$IBJSNBOPGUIF#PBSE#.$&$BQJUBM
tɨFPUIFSEFMFHBUFHFOFSBMNBOBHFSTBOE
assistant general managers of BMCE Bank
SECRETARIAT
Houda SBIHI, The General Group’s Secretary
WORKS OF THE GENERAL MANAGEMENT
COMMITTEE
Among the main themes dealt with during the 23 working sessions
held by the General Management Committee in 2009 mention
could be made of the implementation of the Bale requirements,
through a review of the progress of the draft internal scoring project
and the implementation of the Activity Continuation Plan. Similarly, the Committee has reviewed the progress of a project designed to
enhance “Steering Performance” at the level of the Group.
On another register, the Committee examined the launch mode of
various products and services developed by the Bank, notably the
“Lilkoul” product; BMCE Imtiaz ; and BMCE Moussanada.
With regard to Human Resources matters, the Committee has taken
note of the result of the survey on the social climate; the launch of
the collective intelligence workshops; and the set up of the virtual
university.
Internal Control, Audit, and Risk Management
t'PSNVMBUFTUIFNBJOPSJFOUBUJPOBTGBSBTUIF#BOLT
risk policy is concerned, and sees to it that it is in line
with the Group’s risk policy;
t"UUIFTVHHFTUJPOPGUIFFOUJUZJODIBSHFPGSJTLNBnagement, it sets and follows on the limits and levels of
aggregate risks for each of the Bank’s business-lines;
t"TDFSUBJOTUIBUUIFSFHVMBUPSZSBUJPTBSFSFTQFDUFEUIBU
the regulations in the area of risks are observed; and that
JOUFSOBMDPOUSPMJTFïDJFOU
Human resources
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training, mobility, and the recruitment of the Bank’s
personnel;
t&OTVSFTUIBUPQFSBUJPOBMQSJPSJUJFTDPSSFTQPOEUPUIF
recruitment and training policy;
t'PMMPXTPOUIFDBSFFSNBOBHFNFOUPGUIF#BOLTIJHI
QPUFOUJBM4UBì
Other Prerogatives
t&OTVSFTUIBUUIFDPNNFSDJBMJOTUJUVUJPOBMBOEíOBOcial communication policy is coherent;
t"SCJUSBUFTPOQPTTJCMFDPOîJDUTPGJOUFSFTUBOEBMMOPO
resolved cases pertaining to the various Bank’s entities
and internal committees;
t1SPQPTFTEFWFMPQNFOUBSFBTGPSUIF#BOLUPUIF(SPVQT
Strategic Committee.
33
annual report 2009
Moreover, the Committee regularly examined the realisation of commercial and financial performances. It, likewise, reviewed exposure
to the risks attendant on credit portfolio and compromised claims.
Steering Activity
t4UFFSTUIFESBXJOHVQPGUIF#BOLTTUSBUFHJDQMBOJO
tandem with the decisions taken by the Group’s Strategic
Committee and follows up on its implementation;
t(JWFJNQFUVTUPBOEBTTFTTFTUIFQSPHSFTTBDIJFWFEJOUIF
deployment of the main cross-cutting projects which impact on the operation and the development of the Bank;
t5SBOTMBUFTUIFTUSBUFHJDQMBOJOUPDMFBSCVEHFUBSZ
objectives for the various Group’s entities;
t7BMJEBUFTUIFBOOVBMCVEHFUTGPMMPXTPOCVEHFU
allocation, and sees to the optimisation of the resources
available to the various entities of the Bank;
t.POJUPSTUIFFìFDUJWFFYFDVUJPOPGUIFCVEHFUBSZQMBO
along with each of its entities, and sees to the undertaking of corrective measures in case of gaps;
t%FDJEFTPOUIFQSJDJOHPGQSPEVDUTBOETFSWJDFTXIJMF
seeing to the profitability of all business lines;
t&WBMVBUFTPQQPSUVOJUJFTGPSUIFMBVODIPGOFXBDUJWJUJFT
products, or services, and follows on implementation;
t"SCJUSBUFTPOPQFSBUJPOBMRVFTUJPOTQFSUBJOJOHUP
divisions, departments, and internal committees and sets
objectives for them;
t"TDFSUBJOTUIFFïDJFODZPGPSHBOJTBUJPOCZJNQMFNFOting the necessary actions, pertaining to human resources,
organisation, logistics, and security which contribute to
the development of the Bank.
Corporate Governance
The Operation Committee
COMPOSITION
PERIODICITY
MISSION
CHAIRMAIN
On a weekly basis
The Operation Committee is the entity in charge
of gathering upstream information, and sharing it,
as well as handling any technical, organisation, or
logistical problem related to the running of the Bank’s
activities. The Committee thus brings a business-related/ technical expertise and makes recommendations
to the General Management in order to enlighten
and clarify its decisions on all of these aspects.
Mr. Delegate General Manager in charge
of the Information Technology and Process
Division.
PERMANENT MEMBERS
t(SPVQ*OGPSNBUJPO5FDIOPMPHZ1SPDFTT
t1SJWBUF1FSTPOTBOE1SPGFTTJPOBMT#BOLJOH
t$PSQPSBUF#BOLJOH
t(SPVQT-PHJTUJDT
t(SPVQT)VNBO$BQJUBM
t(SPVQ3JTL
t(SPVQ'JOBODFT
t(SPVQT(FOFSBM$POUSPM
ASSOCIATE MEMBERS
Permanent members aside, all the executives in charge of divisions and directorates
are considered associate members. As such
they attend the sessions as full-fledged
members in order to discuss all the topics
they propose for deliberation by the Running Committee, at the time the topic are
inscribed on the agenda.
SECRETARIAT
Group Quality
34
t*UTFFTUPUIFSBUJPOBMJTBUJPOPGUIFPSHBOJTBUJPOBMBOE
computing project portfolio and the mutual use of the
systems and tools in place;
t*UBTTFTTFTUIFWJBCJMJUZPGQSPKFDUTJOUFSNTPGHBJOTJO
productivity, return on investments, and implementation
time-limits;
t*UQSJPSJUJ[FTUIFQSPKFDUTPOUIFCBTJTPGUIFJSBMJHONFOU
with the main strategic orientations;
t*UFYBNJOFTUIFQSPHSFTTJOUIFEFQMPZNFOUPGQSPKFDUT
with impacts on the running and development of the
Bank;
t*UTFFTUPUIFTXJGUOFTTPGUIFQSPDFTTHPWFSOJOHUIFEFWFlopment of product programme (products and services),
by paying attention to the time to market dimension,
through the resolution of any operational or functional
problems pertaining thereto;
t*UGPMMPXTVQPOUIFJNQMFNFOUBUJPOPGQSPEVDUBOE
service launches, once the product programmes have been
validated;
t*UTVCNJUTUPUIF(FOFSBM.BOBHFNFOU$PNNJUUFF
QPTTJCMFDPOîJDUTPGJOUFSFTUBOEBMMOPOSFTPMWFEDBTFT
pertaining to the various Bank’s entities and internal
committees.
annual report 2009
BMCE Bank
and its Shareholders