BMCE Bank and its Shareholders

BMCE Bank
and its Shareholders
Risk Management System
77
77
annual report 2009
Letter to the Shareholders
Dear Shareholders,
In 2009, the year of its fiftieth anniversary, BMCE Bank Group embarked on an ambitious dynamic development of its strategic resources and partnerships that have made it possible by 2010 to seal strategic alliances with the Caisse de Dépôts et de Gestion, and the
reference foreign shareholder of BMCE Bank Group, Crédit Mutuel-CIC. BMCE Bank also undertook an organisational and managerial consolidation with new responsibilities conferred on the Directors and Delegate General Managers of the Bank along with the
appointment of three new General Managers.
Among the key elements to observe is that our Bank continues to create wealth, as illustrated by the growth in Net Banking Income and
Gross Operating Income in aggregated and consolidated terms. Indeed, the performance registered has been more than simply positive
with a double digits growth for the aggregated Net Banking Income (+27%), while the aggregated and consolidated Gross Operating
Income surpassing MAD 1.1 Billion and MAD 2.2 Billion, respectively. The Group’s consolidated total assets saw sustained growth of
12%, exceeding MAD 168 Billion.
At the same time, an outstanding provisioning effort was deployed entailing over one Billion MAD - MAD 1.13 Billion in consolidated
accounts. This is indicative of the substantial endeavours to make the loan book healthier and would represent a significant share of
potential provision write backs for a better performance in financial year 2010.
2009 also gave evidence to a contained growth in general operating expenses at 5.5%, for the aggregated activity, which induced an 11
percentage points improvement in cost to income ratio in one year, to 63.3% and to maintain a consolidated level in the region of 65%.
2009 was also the year when BMCE Group renewed its determination to continue and actively contribute to the development of Sub
Saharan Africa. The convergence project of Bank of Africa and MediCapital Bank, is reflexive of our commitment of promoting the
progressive banking penetration of millions of Africans via the development of the Commercial Bank activity, answering the finance
needs of the many projects dealing with infrastructures, equipment and investments undertaken in Sub Saharan Africa through advisory
and structured finance–from our various offices in Morocco and Europe, as well as contributing to the intensification of exchange and
investments between Sub Saharan and North Africa.
Our deepest conviction is that the success of our Group hinges on this mix of the private and public, national and international cultures
joining together talented men and women, the young and not so young, Moroccans and world citizens, in a communion of faith and
values.
Dear Shareholders, for more than 50 years, it is thanks to your much appreciated and unflinching support that we have been able to
find the dynamics and energy required to carry on with the development and edification of our Group both in Morocco and abroad.
36
annual report 2009
BMCE Bank
and its Shareholders
CAJA MEDITERRÁNEO
5.00%
BANCO ESPIRITO SANTO
PENSOES GROUP
2.77%
Foreign
Shareholders
27.71%
RMA WATANYA 30.25%
CREDIT MUTUEL - CIC
GROUP 19.94%
CDG GROUP
9.89%
Moroccan
Shareholders
57.16%
FLOAT
15.13%
FINANCECOM
BMCE PERSONNEL
5.00%
0.20%
SFCM 0.57%
CIMR 4.67%
MAMDA/MCMA
6.58%
BMCE Bank’s shareholdeing structure made of renowned shareholders :
- FinanceCom Group :
Multidimensional Moroccan Group
- Caisse de Dépôt et de Gestion-CDG :
Reference actor in the public investment finance
- Crédit Mutuel CIC Group :
4th banking Group and 2nd Retail Bank in France
- Caja Mediterraneo :
3rd Savings Bank in Spain
- Banco Espirito Santo Group :
2nd Bank in Portugal
- MAMDA/MCMA :
Reference player in the insurance market
GDR Programme
BMCE Bank raised in 1996 its capital through the issue of 60 M$
of GDRs (Global Depositary Receipts) listed on the London Stock Exchange. The GDRs are convertible in ordinary shares and each GDR
is equivalent of 1/3 of an ordinary share.
As end of April 2010, the GDR programme represents 0.3% of share
capital, that is 1 409 550 GDRs, made of two classes of securities: Reg
S and 144A.
GDR Programme as end of April 2010
GDR TYPE
REG S (*)
TICKER
BMED
BME
BM
ED
NUMBER OF SECURI
SECURITIES
R TIES AS
A END OF APRIL
R L 2010
201
010
0
1 409
409 370
370
MAARKET
RKET CAP AS
A END OF APRIL
R L 2010
201
010
0
$1
14
4 19
192
2 35
355
355.9
59
GDR TYPE
144 A (**)
TICKER
BQMCY
BQM
BQ
MCY
NUMBER OF SECURI
SECURITIES
R TIES AS
A END OF APRIL
R L 2010
180
MAARKET
RKET CAP AS
A END OF APRIL
R L 2010
$ 1 812
812.6
6
37
U Reg S : 180 GDR (equivalent of 60 ordinary shares). These securities can be held by private individuals or
JOTUJUVUJPOTPVUTJEFPGUIF6OJUFE4UBUFT
U 144A : 1 409 370 GDR (equivalent 469 790 ordinary shares). ‘‘Qualified Institutional Buyers’’, QIBs, are
the only eligible investors to hold these securities . The QIBs are institutions managing for their own account at
least $ 100 million securities. The QIBs cannot be privte individuals.
annual report 2009
- Caisse Interprofessionnelle Marocaine de Retraite - CIMR :
First pension fund in Morocco dedicated to the private sector
Float
15.13%
CAPITAL TRENDS
DATE
TYPE OF TRANSACTION NUMBER OF SHARES ISSUED
CAPITAL INCREASE
SHARE CAPITAL
IN MAD
AFTER INCREASE IN MAD
1990
CASH SUBSCRIPTION
1 200 000
120 000 000
500 000 000
1991
SCRIP ISSUE
750 000
75 000
75 000 000
575 000
575 000 000
1991
CASH
CAS
A H SUBSCRIP
SUBSCRIPTION
R TION
1 750
1
750 000
175 000
175 000 000
750 000
750 000 000
1992
SCRIP ISSUE
750 000
75 000
75 000 000
825 000
825 000 000
1992
CASH
CAS
A H SUBSCRIP
SUBSCRIPTION
R TION
1 750
1
750 000
175 000
175 000 000
1 000 000
1 000 000 000
1996
SCRIP
R ISSUE
2 857
2
857 142
285 714
285 714 200
1 285 710
1 285 710 000
1996
SUBSCRIPTION RESERVED TO FOREIGN INSTITUTIONAL INVESTORS
1 369
1
369 394
136 939
136 939 400
1 422 653
1 422 653 600
1996
SUBSCRIPTION RESERVED TO FOREIGN INSTITUTIONAL INVESTORS
205 409
20 540
20 540 900
1 443 194
1 443 194 500
2000
SCRIP ISSUE
1 443
1
443 194
144 319
144 319 400
1 587 513
1 587 513 900
CHANGES OF THE SHAREHOLDING STRUCTURE
YEAR
SHAREHOLDER
NUMBER OF SHARES
% OF SHARE CAPITAL
2000
2001
BANCO ESPIRITO SANTO
400 113
800 000
184 200
652 210
489 914
800 107
795 238
750 000
250 000
792 169
1 587 514
476 000
530 129
448 142
400 402
793 757
327 670
23 875 040
7 778 762
5 564 981
12 700 111
2.52%
5.04%
1.16%
4.11%
3.09%
5.04%
5.01%
4.72%
1.57%
4.99%
10.00%
3.00%
3.34%
2.82%
2.52%
5.00%
2.06%
15.04%
3.11%
4.9%
3.05%
8.00%
323 597
652 210
1 595 345
750 000
792 169
1 587 514
664 507
356 266
367 093
132 765
400 402
793 757
327 670
115 205
040
6 350 000
1 428 762
12 589 826
2.24%
4.11%
10.05%
4.72%
4.99%
10.00%
4.19%
2.24%
2.31%
0.84%
2.52%
5.00%
2.06%
0.73%
1.98%
4.00%
0.90%
7.93%
ACQUISITION OF SHARES
2002
IN
COMMERZBANK
UNION BANCAIRE PRIVÉE
FINANCECOM
INTERFINA
2003
FINANCECOM
STOCK REPURCHASE PROGRAMME
STOCK EMPLOYEE PROGRAMME
AL WATANIYA
2004
FINANCECOM
CREDIT INDUSTRIEL ET COMMERCIAL
2005
2006
2007
2008
2009
2010
PURCHASE PRICE
MORGAN STANLEY
STOCK EMPLOYEE PROGRAMME
STOCK REPURCHASE PROGRAMME
BES
/ FUNDO PENSOES
CAJA MEDITERRANEO
STOCK REPURCHASE PROGRAMME
CREDIT MUTUEL CIC GROUP
STOCK REPURCHASE PROGRAMME
CREDIT MUTUEL CIC GROUP
STOCK REPURCHASE PROGRAMME
CDG
MAD
670
450
425
420
VARIOUS PRICES
400
400
400
400
400
500
445
525
VARIOUS PRICES
985
1869.15
2750
270
VARIOUS PRICES
290
VARIOUS PRICES
267
DISPOSAL OF SHARES
38
2001
2002
2003
COMMERZBANK
2004
COMMERZBANK
2005
STOCK REPURCHASE PROGRAMME
annual report 2009
2006
NOMURA
INTERFINA
INTERFINA
FINANCECOM
GROUP EMPLOYEES
GROUP EMPLOYEES
UNION BANCAIRE PRIVÉE
2007
BANCO ESPIRITO SANTO
STOCK REPURCHASE PROGRAMME
GROUP EMPLOYEES
2008
2009
2010
CIMR
GROUP EMPLOYEES
STOCK REPURCHASE PROGRAMME
RMAWATANYA
STOCK REPURCHASE PROGRAMME
400
420
400
400
400
500
VARIOUS PRICES
VARIOUS PRICES
VARIOUS PRICES
VARIOUS PRICES
985
1869.15
2750
VARIOUS PRICES
VARIOUS PRICES
290
290
267
BMCE Bank Stock Performance
BMCE BANK STOCK PERFORMANCE
Comparative Performance of BMCE Bank stock and MASI
from January 1ST 2009 to March 31ST 2010
Comparative Performance of BMCE Bank
stock and MASI - 1ST semester of 2010
Base 100
110
Base 100
110
100
105
90
100
80
95
BMCE Bank
MASI
70
60
31/12/2008
BMCE Bank
MASI
90
26/02/2009 27/04/2009 23/06/2009
24/08/2009 21/10/2009 21/12/2009 17/02/2010
04/01/2010
18/01/2010
29/01/2010
11/02/2010
24/02/2010
09/03/2010
t %FDSFBTFPGJOBMCE Bank stock price versus -4.9% and -2.6% for the MASI and the Banking index, respectively.
t %VSJOHUIFíSTUTFNFTUFSPG#.$&#BOLTUPDLIBTCFFOTUBCMFBU."%ǰFTUPDLQSJDFBTFOEPG.BSDITUPPEBU."%
Base 100
110
Comparative Performance of BMCE Bank stock and the
Banking index from January 1ST 2009 to March 31ST 2010
Base 100
Comparative Performance of BMCE Bank stock and
the Banking index MASI - 1ST semester of 2010
110
100
105
90
100
80
BMCE Bank
Indice du secteur bancaire
70
95
BMCE Bank
Indice du secteur bancaire
90
60
31/12/2008 26/02/2009
27/04/2009 23/06/2009
24/08/2009
21/10/2009
21/12/2009
04/01/2010
17/02/2010
18/01/2010
29/01/2010
11/02/2010
24/02/2010
09/03/2010
MAIN INDICATORS OF BMCE BANK STOCK
HIGHEST PRICE
LOWEST PRICE
R
CLOSING PRICE
R
EPS
DIVDEND
DIVD
V END YIELD
AVERAGE
AVERA
RAGE DAILY TRA
TRADING
RADING VOLUME (BUY
Y
& SELL)
NUMBER OF SHAR
SHARES
ARES
MARKET
M
MA
ARKET CAP AS
A OF END OF DECEMBER
R (MILLION MA
MAD
M
AD)
2007
3 175
1 24
240
0
2 81
815
5
53.73
53
73
1.1%
1
1%
185
18
5 60
607
7 22
226
6
15 875 139
44 6
689
89
2008
330 *
215
21
5*
273
27
3*
5
5.23
23 *
1.1%
1
1%
84 5
586
86 8
838
38
158 751 39
390*
0**
43 3
339
39
2009
273*
194*
19
4*
265*
26
5*
2
2.42*
42**
42
1.1%
1
1%
26 9
952
52 9
922
22
158 751 39
390*
0**
42 0
069
69
* Post stock split
2009 MAIN RATIOS
LIQUIDITY*
4.8%
8.7%
8 7%
160
16
160.3%**
0 3%
3%**
**
VOLATILITY
31.45%
34.73%
34 73%
3%
25
25.98%
98%
*BMCE Bank stock liquidity is defined as the annualised turover rate of shares
** Adjusted figures for the stock split incurred in september 2008
BMCE BANK
-2.93%
MASI
-4.92%
MADEX
-6.58%
BANKING INDEX
-2.65%
39
annual report 2009
PERIOD
6 MONTHS
1 YEAR
A
5 YEARS
A
PRICE TRENDS AND MONTHLY VOLUMES FOR 2009
MONTH
JANUARY
FEBRUA
EBRUARY
R ARY
MAARCH
RCH
APPRIL
R
RIL
MAY
JUNE
JULY
AU
UGUST
GUST
SEPTEMBER
OCTOBER
NOVEMBER
DECEMBER
HIGHEST
273
258
25
8
247
247
245
24
5
251
25
1
269
26
9
262
262,95
6 95
249
24
9
245
24
5
258
25
8
243
24
243,85
3 85
265
26
5
LOWEST
194.25
229
229
225
225
223
22
3
235
23
235.3
53
252
25
252.4
24
235
225.3
225
22
53
226
22
6
235
23
5
204
20
4
222
22
222.35
2 35
SHAREHOLDERS RIGHTS
As the holder of equity shares, the shareholder is directly linked to the
company. The face value of the share cannot be less than 50 MAD.
However, for companies whose securities are listed on the stock exchange, the minimum face value is of 10 MAD. The rights linked to the
share concern the communication of information, the contribution to
proper operation of the company via participation in the decisions, as
well as the right to profits.
Right to communication and access to information
Advertising and information measures are prescribed while the company remains in existence, in order to inform the shareholders, regardless
of their level of participation, in the capital, the major actions of corporate life, and any new factor likely to cause variation in the Stock price.
In addition, the shareholder has a right to permanent and temporary
communications. Therefore, the annual accounts of the past three financial years must at all times remain available to shareholders at the
bank headquarters.
Each year, apart from the corporate financial statements, the annual
report, the auditors report, the list of directors and the project for allocation of the earnings from the past fiscal year must be made available at
least fifteen days before the Ordinary General Meeting.
40
annual report 2009
For listed companies, the management report to the Board must highlight the value and pertinence of the investments made by the company, as well as the foreseeable impact thereof on its development. It
also includes mention of the risks inherent to the said investments. It
indicates and analyzes the events known by the management or corporate administration likely to exert a favorable or unfavorable influence
on the financial status.
NUMBER OF SHARES
2 230 498
1 625
625 171
171
967
967 510
510
243
24
3 63
632
2
332
33
2 64
644
4
856
85
6 94
949
9
4
479
79 569
233
233 094
094
481
48
1 51
511
1
896
89
6 07
070
0
2 51
518
8 237
23
3 01
019
91
178
78
8
IN CAPITAL
1 021 657 294
818
818 358
358 307
307
461
461 353
353 662
662
112
112 381
381 597
597
163
163 184
184 481
481
449
449 703
703 659
659
236
6 076
6 089
108
108 704
704 659
659
226
22
6 67
675
5 10
104
4
438
43
8 19
196
6 080
080
1 100
100 530
530 885
885
1 52
520
0 54
549
9 833
833
IN NUMBER
OF TRANSACTIONS
1 713
1 391
391
663
663
551
551
649
649
841
841
4
460
60
737
737
598
598
966
966
1 755
55
1 412
412
In addition, the shareholders enjoy the possibility of questioning the
managers at the time of the Meeting or to issue written questions before
the Board of Directors Meeting.
Voting rights
All shareholders enjoy the right to participate in collective decisions
exclusively in person or through an authorised representative, another
shareholder, an ascendant or descendant or spouse, except in case of
holding investment certificates or dividend-bearing shares without voting rights.
At the General Meeting, the principle is that of one vote per common
share held.
Voting rights must be practiced at least once per year in conjunction
with the annual ordinary meeting handing down decisions on the financial year accounts.
Further, the Extraordinary Meetings enable the shareholders to approve
modifications in corporate life, particularly with regard to the capital
increases or decreases and merger conditions.
One or more shareholders representing at least 5% of the corporate capital has (have) the right to call for the inclusion of one or more resolutions on the agenda for the said meetings.
Dividend rights
Each shareholder has the right to the distribution of corporate income
in the form of a dividend to the extent in which the distributable income has been reported and decided by the General Meeting. The
distributable earnings consist of the fiscal year net profits decreased by
former losses and sums to be carried over to the obligatory reserves and
increased by the transfer of profits from previous financial years.
DIVIDENDS DISTRIBUTION POLICY
The net proceeds of each financial year, with deduction of overheads and
other expenditures, including depreciation and provisions, constitute the
net profits or losses of the year.
Out of the profits of each year, less previous losses, five percent (5%) is first
deducted for the legal reserve fund. This deduction is no longer obligatory
when the said fund reaches one tenth of the social capital. It resumes, whatever the reason, when the legal reserve falls below this fraction.
funds, to allocate any surplus dividend or to carry them over in a proportion determined thereby.
In addition, the General Meeting can decide to distribute the sums taken
from the optional reserves to distribute a dividend or to proceed to an
exceptional distribution.
The balance increased, when applicable, to the profits carried over, constitutes the distributable income on which the first dividend is based.
In this event, the decision expressly indicates the reserve headings on
which the deductions are made. If there are any losses, after approval of accounts by the General Meeting, they will be entered onto a special account
in order to be entered into the profits of future fiscal years until depletion.
The General Meeting has the capacity to give preference to sums it desires
to set, for assignment of all optional ordinary and extraordinary reserve
Dividends remaining unclaimed over five years from the time of proposed
payment are barred.
Fiscal year
Aggregated Net Income
2009
Net Income – Domestic Activity
506 835 169.68
Aggregated Net Income
502 929 357.07
Total Dividends
476 263 283.36
94.7%
Dividend per share (*)
3
2008
Net Income – Domestic Activity
812 153 761.23
Aggregated Net Income
806 946 473.61
Total Dividends
461 654 695.00
57.2%
Dividende Par Action (*)
3
2007
Net Income – Domestic Activity
1 196 730 504.59
Aggregated Net Income
1 216 297 013.38
Total Dividends
476 254 170.00
39.2%
Dividend per share
30
(*) stock split in 2008 bringing the nominal value from MAD 100 to MAD 10
Net Income Domestic Activiy
% Change
93.9%
-37.6%
-37.7%
-
58.8%
-32.1%
-33.65%
-
39.8%
79.3%
63.9%
20%
INVESTOR RELATIONS
BMCE Bank maintained in 2009 a close relationship with the financial
community in Morocco and abroad, thanks to a diversified financial
communication, based on regular, sincere and accurate information.
The year 2009 was marked by the enrichment of financial information,
strengthening of relations with the press, investors and rating agencies,
as well as by an active contribution to the Bank’s flagship projects and
renewed dynamism of governance bodies.
An Adapted financial Communication
In an ongoing effort to improve transparency, the financial communication material of BMCE Bank Group, including the Annual Report,
the 1st half activity report and IFRS Financial statements brochure, have
been further enriched by information relating to governance and to risk
management, and this, in accordance with regulatory requirements and
best practices.
Moreover, the corporate presentation is now available in several languages (English, French and Spanish), in order to meet the needs of
investors, analysts and journalists in terms of information, targeted at
each user.
Under this principle of equal and enlarged access to information, BMCE
Bank carried out live broadcasting on line of its Press-Analyst Meeting
and AGM.
As part of strengthening relations with rating agencies, local financial
analysts as well as journalists, a special attention was given to a prompt
and transparent transfer of requested information and documentation.
Financial Communication at the service of the Corporate Image
2009 was also marked by the Group’s participation in several awards,
including the African Banker Awards, The Banker Magazine, EMEA
Finance, Best Africa Investor. In this regard, BMCE has been awarded
Best Bank of the Year in the category of Best Local Bank by the EMEA
Finance, a bimonthly british magazine dedicated to financial activities in
the EMEA (Europe, Middle East and Africa) region. This award crowns
the performance of BMCE Bank Group and its sustained commitment
to the preservation of the environment, promoting education, sustainable development and new technologies.
Similarly, BMCE won the “Morocco Awards’’ Trophy in the ‘’Services’’
category during the first edition of this event, organised by the Ministry
of Industry, Trade and New Technologies in collaboration with the
Moroccan Office for Industrial and Commercial Property (OMPIC).
BMCE Bank has been rewarded for its approach to improve the quality
of services in Morocco and abroad and for its social commitment and its
communication and information policy.
41
annual report 2009
A series of press releases on financial performance, the reinforcement of
corporate governance, and the sealing of strategic partnerships is also
produced. These press releases have been published in a journal of legal
announcements in Morocco and on the website of the London Stock
Exchange, in order to ensure an equal and simultaneous access to financial information.
Expanded Relations with the Financial Community
The year 2009 was characterised by a renewed interest from the national and international press in BMCE Bank Group’s development, as
evidenced by the participation of the Bank in press kits dedicated to the
banking sector.
Similarly, BMCE Bank Group’s strategy, particularly in Sub-Saharan Africa, as well as the performance of BMCE stock have attracted
growing interest from foreign investors, as illustrated by the large number of meetings with investors through road shows organised by the leading management companies in Morocco and MediCapital Bank which
further marks its presence.
2010 Financial Communication Agenda
March
Holding of the Board of Directors Meeting on March 26, 2010
Publication of the Press Release as of December 31, 2009
Publication of IFRS Financial Statements as of December 31, 2009
Press-Analyst Meeting : presentation of 2009 annual results
April
Publication of the Ordinary General Shareholders’ Meeting on May 26, 2010
May
Holding of the Ordinary General Meeting on May 26, 2010
June
Publication of the 2009 activity report in 4 languages
July
Publication of the 2009 Annual Report and CSR report in French
September
Publication of the 2009 Annual Report and CSR report in English
Holding of the Board Meeting
Publication of the 2010 first half Press Release
Publication of the 2010 first half IFRS financial statements
Press-Analyst Meeting : Presentation of BMCE Bank’s 2010 first half results
October
Publication of the 2010 first half summary report
November
Publication of the 2009 Annual Report and CSR Report in Arabic
42
annual report 2009