Other Governing Bodies

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Bodies

Chairman

Mr Othman Benjelloun, Chairman and Chief Executive Officer (*)

Members

• Mr Mohamed Kabbaj, Independent Director 
• Mr Azeddine Guessous, Intuitu Personae Director 
• O Capital Group, represented by Mr Hicham El Amrani 
• Mr Brahim Benjelloun-Touimi, Director & Delegate General Manager 
• Mr Brian C. McK. Henderson, Adviser to the Chairman

Invited Members

The Strategy Task Force may invite members of the executive management team or any other members designated by the latter to participate in its work, or it may call in experts (those with expertise in specific countries or geographical areas, technology experts, etc.) or external consultants with recognised competencies and experience

Secretary

Mrs Salma Tazi, Deputy Managing Director, Group Strategy

Work of the Committee

In 2024, to support implementation of ‘Vision 2030’ and execution of the Priority Workplan developed early in the year, the Strategy Task Force worked on the framework of the Bank's Strategic Development Plan for 2025-27 and the dashboard for monitoring it. It also tracked implementation of the Supervisory Review and Evaluation Process (SREP) system and progress made on the transformation projects underway within the Group.

COMPOSITION

• 6 Members
• 1 Independent
• 6 Meetings

Chairman

Mr Azeddine Guessous, Intuitu Personae Director

Members

• British International Investment – BII – (CDC Ltd), represented by Mr Marc Beaujean 
• Mrs Ngozi Edozien, Independent Director 
• Mr Brian C. McK. Henderson, Adviser to the Chairman

Invited Members

The Governance, Appointments and Remuneration Committee may invite, at its discretion, any member or non-member of BANK OF AFRICA or of its Group, depending on the items on the agenda for discussion, particularly  with regard to sub-committees tasked with handling issues related to the review of contracts or appointments and remuneration

Secretary

Mr Brahim Benjelloun-Touimi, Director & Delegate General Manager

Work of the Committee

The Governance, Appointments and Remuneration Committee met twice in 2024, focusing first on completing its annual regulatory due diligence – submitting the results of the self-appraisals of work done by the Board of Directors and Specialised Committees in 2023, filing annual statements of conflict of interest, and reviewing the independence of the Board of Directors. 

The Governance, Appointments and Remuneration Committee also reviewed the work completed and still underway in terms of managing the Group’s human capital, BANK OF AFRICA S.A’s remuneration policy, and the change management initiatives undertaken to lay the groundwork for ‘Vision 2030’.

COMPOSITION

• 4 Members
• 33% Independent Board Members*
• 2 Meetings
• 100% Participation

_{* For all regulatory committees, the rate of independence only takes into account members who are Directors}

Chairman

Mrs Laureen Kouassi-Olsson (*), Independent Director

Members

• RMA, represented by Mr Azeddine Guessous, Non-Executive Director 
• O Capital Group, represented by Mr Hicham El Amrani, Non-Executive Director 
• Mr Azeddine Guessous, Intuitu Personae Director 
• British International Investment (CDC Limited), represented by Mr Marc Beaujean, Non-Executive Director 
• Mr Mohamed Kabbaj, Independent Director (**)
• Mrs Nezha Lahrichi, Independent Director 
• Mr Brian C. McK. Henderson, Adviser to the Chairman

Associate Members

• Mr Brahim Benjelloun-Touimi, Director & Delegate General Manager 
• Mr Mounir Chraibi, Executive General Manager responsible for Group Functions and Operations 
• Mr Khalid Nasr, Executive General Manager responsible for Morocco & CIB (**)
• Mr Amine Bouabid, Executive General Manager responsible for Africa (**)
• Mr Moulay Bouraqadi Saadani, Deputy Managing Director - Group General Controller
• Mr Zouhair El Kaissi, Deputy Managing Director responsible for Group Finance
• Mrs Assia Berrada, Deputy Managing Director responsible for Group Compliance
• Messrs Omar Lahbabi and Radouane Anoua, Heads of Group Risks Division
• Mr Othmane Alaoui, Deputy Managing Director responsible for BOA Group Business Division

Invited Members

The Committee may invite any person who is a member of the Group’s management, the Statutory Auditors, or any manager whose responsibilities fall within its remit, depending on the items for discussion on the Committee’s agenda

Secretary

Group Risks Division

Work of the Committee

In 2024, the Group Risks Committee met five times with its work focusing on the following areas: monitoring of (i) risk indicators – credit, market, country, and operating risk as well as liquidity, interest rates and foreign exchange risks, (ii) regulatory ratios for the parent company and at the consolidated level, and (iii) the Watch List. It also reviewed and approved overall risk limits (sector, country, sovereign debt and business group), monitored the government bond portfolio, credit policy guidelines and the general risk management policy. 

In compliance with regulatory requirements, the Committee reviewed and approved the Internal Capital Adequacy Assessment Process (ICAAP) and the Internal Disaster Recovery Plan (PRCI). 

The Committee was briefed during the year about the macroeconomic outlook for the countries in sub-Saharan Africa where the Group operates. It also discussed issues relating to the Group Compliance System and the plan for testing the information systems intrusion system in 2024, and monitored progress made on the new Supervisory Review and Evaluation Process (SREP).

COMPOSITION

• 8 Members
• 43% Independent Directors
• 5 Meetings
• 94% Participation

_{(*) The meeting of 18 March 2024 was chaired by Mr Mohamed Kabbaj, Independent Director
(**) Or his/her designated representative, including the Adviser to the Chairman}

Chairman

Mrs Nezha Lahrichi, Independent Director

Members

• RMA, represented by Mr Azeddine Guessous
• Mr Azeddine Guessous, Intuitu Personae Director 
• Mr Mohamed Kabbaj, Independent Director 
• Mr Brian C. McK. Henderson, Adviser to the Chairman

Associate Members

• Mr Brahim Benjelloun-Touimi, Director & Delegate General Manager 
• Mr Mounir Chraibi, Executive General Manager responsible for Group Functions and Operations 
• Mr Khalid Nasr, Executive General Manager responsible for Morocco & CIB
• Mr Amine Bouabid, Executive General Manager responsible for Africa
• Mr Moulay Bouraqadi Saadani, Deputy Managing Director – Group General Controller 
• Mr Zouhair El Kaissi, Deputy Managing Director responsible for Group Finance 
• Mrs Assia Berrada, Deputy Managing Director responsible for Group Compliance 
• Messrs Omar Lahbabi and Radouane Anoua, Heads of Group Risks Division

Invited Members

The Committee may invite any person who is a member of the Group’s management, the Statutory Auditors, or any manager whose responsibilities fall within its remit, depending on the items for discussion on the Committee’s agenda

Secretary

Mr Moulay Bouraqadi Saadani, Group General Controller

Work of the Committee

The Group Audit and Internal Control Committee (CACI) met four times in 2024. 

The main issues dealt with by this body included BANK OF AFRICA Group’s consolidated and parent financial performance in 2023 and quarterly and half-yearly results in 2024, as well as the actual 2024 results and a review of the Statutory Auditors' Report. 

Regarding the internal control system, the Committee reviewed the work done by the Group Internal Control Coordination Committee, the impacts of the new SREP on the internal control system, and the strengthening of controls within branches. 

In addition, the CACI reviewed the Statutory Auditors’ Report on internal control, the annual internal control report, and the main findings of the cybersecurity audit at BOA Morocco S.A. 

It also ensured that recommendations from previous Committee meetings, from the Regulator and from Group General Control were followed up. 

On the internal audit front, the CACI notably reviewed progress made on the internal audit plan for 2024, the audit plan for 2025, and tracked the integration of ad hoc controls.

COMPOSITION

• 5 Members
• 50% Independent Directors
• 4 Meetings
• 94% Participation

Chairman and Chief Executive Officer

• Mr Othman Benjelloun
• Mr Brahim Benjelloun-Touimi Director & Delegate General Manager 
• Mr Mounir Chraibi Executive General Manager responsible for Group Functions and Operations 
• Mr Khalid Nasr Executive General Manager responsible for Morocco & CIB 
• Mr Amine Bouabid Executive General Manager responsible for Africa

Chairman

Meetings chaired by one of the three Executive General Managers

Members

• Executive General Manager responsible for Group Functions and Operations 
• Executive General Manager responsible for Morocco & CIB 
• Executive General Manager responsible for Africa

Secretary

Selected at the meeting

Work of the Committee

The themes to be addressed by the Group Executive Committee are handled by the Strategy Task Force, which includes the three Executive General Managers, given the foundational work conducted by that Committee, involving several Group entities.

Chairman

Meetings chaired alternatively every three months by one of two Executive General Managers(**)

Members

• Mr Mounir Chraibi, Executive General Manager responsible for Group Functions and Operations 
• Mr Khalid Nasr, Executive General Manager responsible for Morocco & CIB 
• Mr Moulay Bouraqadi Saadani, Deputy Managing Director - Group General Controller
• Mr Zouhair El Kaissi, Deputy Managing Director responsible for Group Finance 
• Messrs Omar Lahbabi and Radouane Anoua, Heads of Group Risks Division
• Mrs Assia Berrada, Deputy Managing Director responsible for Group Compliance 
• Mr Mounir Kabbaj, Deputy Managing Director responsible for Personal and Professional Banking and SMEs 
• Mr Saad Benjelloun, Deputy Managing Director responsible for Group Human Capital 
• Mrs Houda Sbihi, Deputy Managing Director, Group Governance and CSR, Committee  Secretary

Associate Members

Depending on the items for discussion on the agenda, the Committee may invite any person who is a member of BANK OF AFRICA Group’s management, excluding sub-Saharan Africa

Work of the Committee

The Committee mainly focused on reviewing the parent company and consolidated financial performances as well as solvency ratios, changes to credit conditions, and monitoring of Group subsidiaries. 

It also took an in-depth look at key issues relating to the dedicated risk and internal control systems. These issues notably include (i) strengthening the components of ICAAP reports and the Internal Crisis Recovery Plan, (ii) the risk profile, (iii) studying the impact of amendments to Circular 19/G, and (iv) preparing the work of the Specialised Committees. 

In terms of efforts to improve operational efficiency, the Committee notably focused on a review of the annual IT action plan, streamlining of guarantees, and operations-related topics raised by the Operating Committee. 

2024 also saw the completion of Bank Al-Maghrib’s first practice assessment of the Group in terms of its new SREP. Multiple initiatives were undertaken to prepare for the upcoming regulatory assessment.
The body also considered issues related to commercial strategy, namely how the influence strategy can be used to boost BANK OF AFRICA’s competitiveness, the commercial impact of the contribution in full discharge of liabilities, systems for establishing contact and closing the accounts, and the launch of the electronic payment acquisition business.
On a different note, the Committee looked at the Group’s transformation and its HR issues, with the introduction of the job classification project and job suitability assessment for all Bank employees and a review of accomplishments for BOA Academy as well as its roadmap for 2024-26.

* Executive General Manager responsible for Group Functions and Operations and Executive General Manager responsible for Morocco & CIB

Chairman

Group General Controller

Members

• Group Finance 
• Group Risks 
• Personal and Professional Banking and Banking for Moroccans Living Abroad 
• Group Transformation, Organisational Processes & IT Division 
• Group Compliance Morocco Audit

Associate Members

The Committee may invite, at its discretion, any member or non-member of BANK OF AFRICA or of the Group, depending on the items on the Committee’s agenda for discussion

Secretary

Group Operational Risks

Work of the Committee

The Group Internal Control Coordination Committee mainly focused on (i) reviewing the internal control system – Risks, Finance, Compliance and IT Security – in the light of the new regulatory requirements associated with the SREP, (ii) the process for closing the accounts and the strengthening of the customer due diligence system.

The Committee also looked at the internal control system in relation to the cashless branch model, Regional Permanent Control and synergies with Damane Cash in terms of control, and reviewed the procedure for launching new products. 

Chairman

Executive General Manager responsible for Group Functions and Operations

Members

• Deputy Managing Director responsible for Finance & Financial Investments and Group Tax Steering 
• Head of Group ALM 
• Heads of Group Risks 
• Head of Market Risk 
• Representative of Morocco & CIB 
• Director of ALM and Market Risk at BOA Africa 
• Director of Cash Management at BOA Africa

Invited Members

Heads of Group subsidiaries or their designated representatives, depending on the topics on the agenda 

The Committee may invite any other person, depending on the items on the agenda for discussion.

Secretary

Head of Group ALM

Work of the Committee

In 2024, the work of the Group ALM Committee focused on reviewing the Group’s ALM risk profile and results from reviews of the 2024 runoff conventions, the mapping of  government bond exposure as well as tracking of Large Depositor outstandings. Other issues addressed by the Committee included the rollout of the SREP regulatory project, the ILAAP system and progress made on implementing the FusionRisk tool at the subsidiaries, as well as adjustment of the internal limit on the stress test for gauging the impact of changes in interest rates on net interest income.

Senior Standing Members

• Executive General Manager responsible for Morocco & CIB 
• Executive General Manager responsible for Group Functions and Operations 
• Executive General Manager responsible for Africa or his representative 
• Deputy Managing Director responsible for Group Finance

Associate Members

Group General Controller 
The Chairmen and Chief Executive Officers of the subsidiaries in question 
Any other person in connection with the item for discussion by the Committee

Secretary

Group Risk Management

Work of the Committee

The key topics discussed during Committee meetings included reviewing trends in credit risk indicators at the parent and consolidated levels, parent and consolidated prudential ratios, sovereign debt exposure and overall risk limits as well as credit policy guidelines. 

Other major issues addressed by the Committee notably included the Internal Capital Adequacy Assessment Process (ICAAP), the Internal Crisis Recovery Plan (PRCI), the plan to conduct information systems intrusion tests, the result of stress tests on dossiers included in the Watch List, and the Risk Appetite Statement.

Chairman

• Head of Group Transformation
• Organisational Processes & IT Division

Standing Members

• Personal and Professional Banking and Banking for Moroccans Living Abroad 
• Corporate Banking 
• Commitments monitoring 
• Group Risks 
• Global Transaction Banking 
• Group Permanent Control 
• Regional management, Greater Casablanca 
• Network management, Casa Centre & East 
• Network management, Casa Coast 
• Network management, Southwest 
• Regional Management, North Mediterranean 
• Global Services Operations

Associate members

• Group Human Capital
• Group Finance
• Group Quality
• Group Digital & Data
• Group IT Security
• Group Purchasing and Logistics
• Regional Management, Centre-Atlantic
• Regional Management, Centre-South
• Network management, Casa Centre & East

All other divisional heads may be considered as Associate Members and may attend meetings as members in their own right to discuss items on the agenda that they have submitted to the Operating Committee for deliberation.

Secretary

Head of Organisation Division

Work of the Committee

The Committee’s work focused mainly on application of the new 2024 general instructions for foreign exchange operations and new 2024 tax obligations, the interbank charter to promote the inclusion of persons with disabilities and banking mobility, and the system for approving new products. 

With regard to business development support projects, the Committee’s work focused, among other topics, on the complementarity between BOA and Damane Cash channels.

As for risk and control topics, the Operating Committee notably tracked the BOA PCI DSS certification project.

The main topics addressed in the areas of operating processes and operational efficiency were the processing of releases and the processing of electronically signed applications.

Chairman

Director & Delegate General Manager

Members

• Deputy Managing Director responsible for Group Governance and CSR Division 
• Deputy Managing Director responsible for Group Human Capital 
• Deputy Managing Director responsible for Group Partnerships and Development
• Heads of Group Risks 
• Division Head of Economic Intelligence & Sustainable Development 
• 5 representatives of the Chief Operating Officers 
• Responsible for Morocco & CIB (Corporates/SMEs/Investment/International/Personal & Professional Banking) 
• Head of Group Diversity & Inclusion
• Group Secretary General, BOA Group 
• Group Head of Environmental and Social Risks, BOA Group 
• Head of Social and Environmental Responsibility, BII (ex-CDC Group)

Secretary

Head of Economic Intelligence & Sustainability

Work of the Committee

The ESS Committee discussed major issues during its meetings in 2024, namely: (i) climate risks and the rollout of the related roadmap, (ii) Sustainable Finance, a new approach to which was defined, targeting new commercial opportunities, (iii) progress in implementing the new Sustainability Charter across the Group’s operations, (iv) Diversity and Inclusion, particularly gender issues, and (v) the Integrated Management System approach in terms of certifications obtained in the areas of Healthcare, Safety, Energy, Energy Efficiency and Environmental and Social Management System.

The technical subcommittees set up as offshoots of the ESS committee also met during the year. The ESS-Business subcommittee focused on the climate approach, financed emissions within the portfolio and the breakdown thereof by sector, as well as the initial Climate Risk results. The ESS-Subsidiaries subcommittee worked mainly on the campaign to promote CSR self-assessments at the subsidiaries and the delegation of work between the head office and subsidiary levels.