Moroccan Institute of Directors: Achievements and Challenges Global IoD Network Meeting, Istanbul, May 13, 2014 Lamia EL BOUANANI, Executive Director, IMA
1. ORIGIN AND MISSIONS a strong support from private and state-owned institutions IMA was created in June 2009, as a not-for profit association and as the spin-off of the National Commission on Corporate Governance that published the 4 Moroccan Codes of Good Corporate Governance Practices; Founding members included all members of the Commission, except the regulators to set a clear independence of the Institute; Current board members include: institutional long-term investor (CDG); private holding (SNI); banking institutions (Banque Populaire, BMCE); Casablanca Stock Exchange, Royal Air Maroc, OCP, Professional associations: Morocco heads of enterprises CGEM; Accountants Order (OEC) and Young leaders (CJD) 2
GOVERNANCE STRUCTURE 3
MISSION Mission statements: Professionalization of board member function «bring together individuals and/or companies and institutions willing to promote corporate governance and IMA» «contribute to the professionalization of board member function, by providing training, information and advice»; «Encourage practical thoughts among board members and experience sharing to promote best corporate governance practices» 4
2. ACHIEVEMENTS A young institute that pioneered a certification training program and provides valuable knowledge and services to the market Training 185 top executives, senior managers and board members carried out IMA training on corporate governance since 2010 28 out of 33 who went through the certificate are certified : Certification : Certificate for directors launched in partnership with International University of Rabat in February 2013: 5 modules in 12 days Tailored training sessions for companies : Corporate governance fundamentals (major clients: boards of state-owned enterprises) Women, empowerment and governance (will be launched next October 2014) Leadership and negotiation skills (conducted for executives of a public pension fund) 5
CERTIFICATE TRAINING PROGRAM Company profile 2 cohorts of 14 certified members Board member Gender profile Microcredit association 4% Listed firms and multinationals 11% State-owned enterprises 21% SMEs 14% SNI 14% CDG 36% No mandat e 77% Board member 23% Men 77% Women 23% Partnership with national and international practitioners who deliver training sessions: Deloitte, Pwc, KPMG, Nestor Advisors, Clifford Chances, Vigeo and Moroccan high profile CEOs and board directors. 6
DIALOGUE AND EXCHANGES Quarterly seminars on corporate governance BOARDROOMS COMPOSITION AND DIVERSITY AUDIT COMMITTEE AND INTERNAL AUDIT FUNCTION MANAGING CONFLICTS OF INTEREST IN BOARDS CORPORATE GOVERNANCE PRACTICES OF MOROCCAN LISTED COMPANIES WOMEN REPRESENTATION IN MOROCCAN BOARDS 7
PUBLICATIONS Objectives: Provide the market with up to date knowledge and benchmark tool on governance practices; Encourage transparency Enhance disclosure on non financial communication ( governance) Audit Committees Practices and Internal Audit Function among Moroccan Private Debt Issuers, Banking Institutions and Insurance Companies; April 2014, IMA in partnership with EY. Corporate Governance Practices in Moroccan listed firms- April 2013- IMA, in partnership with IFC. Women representation in Moroccan boardrooms- Ministry of General Affairs and Governance, UN Women, IMA, April 2013. 8
BOARD SELF EVALUATION SERVICE «It is recommended that the board evaluate its size, composition, organization, work, outcomes and contribution of each member, of the President, and its interaction with the company management» «the board should include once a year in its agenda a discussion about its functioning» Moroccan Code of Good Governance Practices, March 2008 IMA is a facilitating the self-evaluation process The self evaluation consists of an online survey sent to board members and based on specific governance structures, charters and by-laws of the company in addition to references to Moroccan codes good governance principles. Self-evaluation is taking shape as an emerging practice in the market; few companies have a formalized process and a growing number is using IMA to conduct it. Our clients include so far: - A listed company - A major pension fund - An investment fund - A state-owned enterprise - A bank 9
3. CHALLENGES AND FUTURE 2 major challenges: Enlarge membership to a larger audience of non listed, SMEs and family businesses; Ensure financial sustainability Membership and sources for revenues: The membership base is comprised of 55 individuals; 5 founding members provided grants at the inception and SNI and CDG resumed their support to certification programs and IMA operating costs; Self-evaluation services (2014) Certificate training program (2014) Training sessions (2014) 10
3. CHALLENGES AND FUTURE Is IMA business model sustainable? Incorporated as a non-profit organization Strong support and leadership of a long-term public investor and a private holding (SNI), accounting for more than 20% of stock market capitalization, who consider their commitment as a public interest mission. Grants have represented so far 90% of IMA budget In 2014, it is expected that revenues from self-evaluation services, certificate training and short training incomes and membership fees will cover 60% of IMA total operating costs ( estimated at US$ 90 000, including one permanent administrative staff) Membership fees: 6% Self-Evaluation services: 24% Training for enterprises: 12% Certificate program (revenues from promotions 2013-2014): 18% 11
3. CHALLENGES AND FUTURE In conclusion: Sustainability measured by value for money services provided to the market: Market Knowledge (survey, research) Training and platform for sharing experiences and reflecting on governance practices; Board evaluation and self evaluation tools; Independent board member seats secured by IMA members: 4% 12
Thank you for your attention 13