Board of Directors

Titre degradé

Directors

The Board of Directors’ primary responsibility is to maintain a balance between shareholders’ interests and growth prospects, between long-term value creation and depositor protection. This body is responsible for strategic planning, determining and managing risk, internal control, governance and social responsibility. BANK OF AFRICA’s Board of Directors is renowned for its collegial approach to decision making and its mix of domestic and international banking and finance experts. Like other international listed banking groups, BANK OF AFRICA has adopted Internal Rules which define the Board of Directors’ modus operandi, thereby enhancing the Bank’s credibility and stature vis-a-vis its stakeholders. These Internal Rules specify:

1. The composition and responsibilities of the Board of Directors
2. The Board of Directors’ modus operandi
3. The Specialised Committees which report directly to the Board
4. The rules of ethics and professional conduct that apply to Directors (Ethics Charter for Directors)

BOARD OF DIRECTORS – MAIN INDICATORS 2024

INDEPENDENCE CRITERIA

The Bank complies with existing regulatory requirements regarding independence criteria as defined in Bank Al-Maghrib Circular 5/W/2016 of 10 June 2016 stipulating the terms and conditions for appointing independent directors or members to the Board of Directors or the Supervisory Board of credit institutions.

BANK OF AFRICA’s Board of Directors currently comprises five independent directors, four of whom are women.

DIRECTORS’ FEES

In consideration of their contribution to the Board of Directors and the Specialised Committees, each Director receives Directors’ fees.

No other form of remuneration, permanent or otherwise, other than that mentioned here, may be allocated to the Directors, unless they are bound to the Company by an employment contract or a special temporary mandate in accordance with the law.

The overall amount allocated for Directors’ fees is set annually by the Annual General Meeting upon the proposal of the Board of Directors.

Furthermore, the Chairman and Chief Executive Officer, as the largest shareholder, demonstrates a high intrinsic alignment with the interests of all shareholders, thereby reinforcing the implementation of a long-term strategy.

Thus, the Bank’s governance structure is characterised on the one hand by a balanced composition of the Board of Directors, between Executive, Non-Executive, and Independent Members, and on the other by Specialised Committees that include Independent Directors, guaranteeing sufficient objectivity and oversight when it comes to strategic decisions.

(*) Previous year’s Directors’ fees.

BOARD OF DIRECTORS’ APPRAISAL PROCESS

A self-appraisal process regarding the structure, powers, remit and functioning of the Board of Directors is conducted annually for each Director.

This process is overseen by the Governance, Appointments and Remuneration Committee, a body reporting directly to the Board of Directors and comprising non-executive Directors, through an appraisal of the work of the Board and the Specialised Committees based on an individual questionnaire comprising thirty or so questions. These questions relate to the composition of the Board and the Specialised Committees, meeting frequency, the quality of the minutes, Board discussions, the documentation made available to the Directors and time frames, and the choice of items on the agenda including CSR related matters.

Once the self-appraisal process is complete, a summary report of the results is submitted by the Governance, Appointments and Remuneration Committee to the Board of Directors.

The self-appraisal questionnaire is frequently updated to take into account any regulatory changes, Board meeting discussions and recommendations made in previous questionnaires.