SECTION I: Casablanca Stock Exchange: Environment, Context and Corporate Governance

The stock exchange is a regulated market on which securities of listed companies are traded.
Founded in 1929 as a clearing house, the status and organization of the stock exchange have
known several structural reforms. In 1995, a management company was established and was
granted the management of the stock exchange, pursuant to a set of specifications approved
by the Ministry of Finance

1. Casablanca Stock Exchange’s history

The Casablanca Stock Exchange was established as long ago as 1929. At that time, it was
known as the “Office de Compensation des Valeurs Mobilières” (Office for Clearing of
Transferable Securities).

The growing importance of the securities market and the introduction of foreign exchange
controls prompted the authorities at that time to improve and regulate the Stock Exchange’s
organization and operations.

The market’s organizational shortcomings hindered however its attractiveness at a time

when domestic investors showed a growing interest in stock market investment. To
overcome such shortcomings, reforms were undertaken in 1967, providing Morocco’s
financial markets with a well-organized legal and technical framework.

Following these reforms, in 1986, Morocco embarked on a Structural Adjustment program

which was completed ten years later. This Program enabled Morocco to consolidate its
fundamentals and successfully bring under control its high level of debt and inflation. Seven
years later, in 1993, another major set of market reforms was undertaken to complement
and enhance previous measures with the enactment of three fundamental laws:

 The dahir providing law Number 1-93-211 relating to the Stock Exchange;
 The dahir providing law Number 1-93-212 relating to the “Conseil Déontologique des
Valeurs Mobilières” (CDVM) and information required of corporate entities making a
public share offering;
 The “Dahir” (Royal Decree) establishing Law Number 1-93-213 relating to
Undertakings for Collective Investments in Transferable Securities
The aim of such reforms was to substantially modernize the market by:

 Creating the “Conseil Déontologique des Valeurs Mobilières” (CDVM, financial

markets authority) to ensure investor protection ;
 Giving accreditation to brokerage firms, specialist intermediaries, who are the only
entities empowered to execute transactions in transferable securities ;
 Creating Undertakings for Collective Investments in Transferable Securities, financial
intermediaries whose sole responsibility is to manage investment portfolios
according to the risk diversification principle ;
 Creating the Society of CSE, a private company responsible for managing the
Casablanca Stock Exchange and whose share capital is jointly-owned by authorized
brokerage firms.

In order to increase market transparency, the obligation to publish accounting and

financial statements for listed companies went into force in 1993. The refusal of ten
companies to comply with these new measures resulted in their de-listing.

In January 1997, further improvements were made to stock market organization by the
enactment of law Number 34-96, revising and complementing the “Dahir” (Royal Decree)
establishing Law Number 1-93-211 relating to the Casablanca Stock Exchange.

The central securities depositary was established in October 1998, by the enactment of
Law Number 35-96.

Since then, the Casablanca Stock Exchange has been rejuvenated. In 2000, the Société de
la Bourse des Valeurs de Casablanca or “SBVC” has changed name to become the
Casablanca Stock Exchange, a joint stock company with a Board of Directors and a
Supervisory Board.

In January 2007, the Casablanca Stock Exchange redesigned its visual identity with a wish
to support its change in size.

In terms of market organization, several new measures have been adopted, including:

 The launch of a new electronic-based trading system in March 1997 ;

  The Official Market and Direct Transfers Market were replaced by the Central
Market and Block-trade Market in November 1998 ;
 Electronic-based trading was relocated in the premises of the brokerage firms’
trading rooms in January 2001 ;
 The trade settlement period was shortened from T+5 to T+3 in May 2001
 The new Masi® and Madex® indices, sector indices, total return indices and
currency indices were launched in January 2002 and the floating-weighted
capitalisation method for calculating indices was adopted in December 2004 ;
 Adoption of a clearing system and abolition of the market of listed gold coins in
March 2002 ;
 Adoption of law Number 52-01 revising dahir Number 1-93-211 of 21 September
1993 relating to the Stock Exchange, simplifying listing requirements and
establishing five different types of quotation markets, including three Equity
Markets, the Bond Market and the Funds Market in April 2004 ;
 Application of new listing requirements in January 2005 ;
 In May 2007, the Enactment of the new laws relating to the «dahirs» providing

Law N° 1-93-211 relating to the Stock Market, Law N° 1-93-212 relating to the Conseil
Déontologique des Valeurs Mobilières (CDVM) and to information required from the legal
entities offering their securities to the public, and Law 26-03 relating to the public offerings,
namely :

:: Law 45-06 relating to the registration of capital securities of a legal entity listed on the
Moroccan market and outside Morocco;

:: Law 44-06 relating to the development of the consolidated accounts for the legal entities
offering their securities to the public by issuance of bonds or other debt securities;

:: Law 46-06 relating to the obligation of filing a public offering of withdrawal in the event of
delisting;

:: The enactment of the ordinance of the Economy and Finance Minister N° 1137-07 having
modified Article 3.7.8 of the General Rules of the Stock Market , in June 2007;
:: Publication of the ordinance of the Economy and Finance Minister N° 1268-08 having
adopted the General Rules of the Stock Market , in August 2008.

 The establishment of version 900 of the new quotation system, in March 2008.
 In December 2008, creation of a Casablanca Stock Exchange follow-up committee
created by the Board directors for the revamping of the statutes of the company and
the shift from a model of dual governorship with Board directors and Supervisory
Board to a model with Board of Directors and General Management.
 In April 2009, the Casablanca Stock Exchange officially adopted corporate
governance with Board of Directors and General Management.
2. The organizational chart of the Casablanca Stock exchange

Figure 1: the organization chart of CSE

3. Casablanca stock exchange market operators and governance

3.1 Casablanca stock exchange market operators

 a) Brokerage firms

Brokerage firms were established in 1995 by the "Dahir" (Royal Decree) establishing Law
Number 1-93-211 of 21 September 1993 and are authorized by the Moroccan Economy &
Finance Ministry.

They enjoy a monopoly in terms of stock market brokerage. Their business consists in
executing transactions in transferable securities, ensuring the custody of securities,
discretionary portfolio management and providing liquidity for listed securities.

In the case of initial public offerings, brokerage firms also assist corporate entities making
public share offerings by preparing documentary information for the public as well as
collecting subscriptions.

Main mission: Execution of securities transactions, brokerage firms can also:

 Participate in the placement of securities issued by legal entities making public

offerings;
 Safeguard the titles;
 Manage portfolios of securities under a mandate;
 Negotiate buy and sell orders on the stock exchange;
 Advise and canvass clients for the acquisition or disposal of securities;
 Manage titles and assist legal persons.
b) Asset Management Companies

AD Capital

Africapital Management

Atlas Capital Management

BMCE Capital Gestion

BMCI Asset Management

CAM Gestion

Capital Trust Gestion

CDG Capital Gestion

CFG Gestion

IRG Asset Management

Marogest

red med asset management

RMA Asset Management

c) MAROCLEAR

Established in accordance with the provisions of law Number 35-96 of July 9, 1997 which
introduced a system of transferable securities in non-physical form, Maroclear is Morocco’s
central securities depositary..

Its mission consists in :

 Acting as securities custodian for its members as well as ensuring the transfer and
administration of securities
 Centralizing custody of securities in current accounts opened exclusively in the name
of professional organizations such as banks, brokerage firms and corporate issuers
 Ensuring the system of payment and delivery of securities
 Simplifying the process for exercising rights attached to securities
d) APSB

L’APSB is the industry association which together all brokerage firms active in the Moroccan
market.

It missions are therefore to represent its members with other market players and
governments.
3.2 Casablanca stock exchange’s governance

The Casablanca Stock Exchange is a joint stock company governed by a board of directors
and a C.E.O.

Mr. Hamid TAWFIKI is the chairman of the board since June 2016, while Mr. Tarik SENHAJI is
the C.E.O. since April 2020.

The board is composed of 12 directors, including 2 independent members.

4. Key institutions

The Casablanca Stock Exchange

The Casablanca Stock Exchange is a joint stock company ("société anonyme") in charge of
organizing and managing the stock market. Regulated by the Ministry of Finance and
Privatization.

Its management responsibilities are specified clearly and mainly and consist of organizing
initial public offerings, managing trading sessions, publishing share prices and indices and
administering the settlement and clearing system. The scope of its responsibilities is defined
in a set of market rules known as  General Rules.

More generally, the Casablanca Stock Exchange oversees the promotion and development of
the Moroccan stock market.

Brokerage firms
Authorized by the Ministry of Finance and Privatization, the purpose of brokerage firms,
besides executing trades in transferable securities, is the custody of securities, discretionary
portfolio management, client advisory services and providing liquidity for listed securities.

Brokerage firms also assist corporate entities making public share offerings in preparing
documentary information for the public.

The Moroccan Capital Market Authority

The AMMC, a public institution which has its own legal status and is financially independent,
is the market watchdog. It is responsible for:

Protecting investors in transferable securities or in any other investment available to the

 
public ;
 Monitoring information aimed at investors by ensuring that corporate entities making a
 
public share offering publish all relevant legal and regulatory information ;
Ensuring the sound functioning of the stock market by ensuring its transparency,
 
integrity and soundness ;
 Guaranteeing compliance with the various legal and regulatory provisions governing
 
financial markets.

Maroclear – the Central Securities Depositary

Maroclear is Morocco’s central securities depositary. It was established in accordance with

the provisions of Law Number 35-96 of July 9, 1997 which introduced a system of
transferable securities in a non-physical form.

As a joint stock company ("société anonyme") , Maroclear ensures the custody, circulation
and administration of securities for its members.

Its mission consists mainly in :

Centralizing custody of securities in current accounts opened exclusively in the name of
  professional organizations such as banks, brokerage firms and corporate issuers.
Maroclear has no contact with the general public ;
  Ensuring management of the system of settlement and delivery of securities ;
  Simplifying the exercise of rights attached to securities.