The Moroccan Capital Market Authority (AMMC) recalled on Thursday the new rules relating to the governance of companies making public calls for savings.
“The rules relating to the good governance of companies have undergone a significant evolution in recent years, with the entry into force of new provisions of Law No. 17-95 relating to public limited companies, which mainly aim to improve corporate governance. companies making public calls for savings”, underlines the AMMC in a press release.
As such, the AMMC recalls the main provisions introduced in 2021 by Law No. 19-20 amending and supplementing Law No. 17-95, indicates the press release, which first cites the introduction of the principle of balanced representation of women. and men in the governance bodies of publicly traded companies.
“By 2024, the proportion of members of boards of directors and supervisory boards of each gender may not be less than 30%. In a gradual approach, this proportion should reach 40% in 2027. (Articles 7 of Law No. 19-20 and 105-1 of Law No. 17-95)”, specifies the Authority.
And to add that when the board of directors or supervisory board has at most 8 members, the difference between each sex cannot be greater than 2. (Article 105-1 of law 17-95).
The composition of the committees set up within the Board of Directors, in particular those provided for by law (Audit Committee, Investment Committee, Remuneration and Salary Committee, etc.) must include, from 2024, at least one representative of each sex. (Articles 105-4 of Law No. 17-95 and 7 of Law No. 19-20).
The authority also recalls the establishment of the principle of the rotation of auditors of companies making public calls for savings, specifying to this effect that “the auditor(s) of a company making public calls for savings cannot certify the accounts of the said company for a period of more than 12 years”.
After the expiry of the 12 years, continues the AMMC, the auditor cannot certify the accounts of the company concerned during the four years following the end of his mandate. (Article 163 of Law No. 17-95).
These provisions entered into force as soon as the law was published in the official bulletin on July 22, 2021, notes the AMMC, noting, however, that the auditors, whose mandates were in progress on this date, may continue to exercise until at the expiration of said mandates. (Article 7 of Law No. 19-20).
With regard to the frequency of meetings of the board of directors and the supervisory board, the AMMC notes that the board of directors or the supervisory board of public limited companies must be convened by the chairman of the said boards at least twice a year and also often as the smooth running of social affairs requires. (Articles 73 and 90 bis of Law No. 17-95).
MAP