issuers facing the challenges of good governance

92 listed and unlisted issuers, 60 criteria analyzed and several findings. The business support specialist, OFinance, is back with a second edition of its annual overview of the governance practices of listed companies making public calls for savings. To do this, the consulting firm dissected the ESG reports published as part of the communication requirements provided by the AMMC circular on financial information. The findings remain mixed and, on certain aspects, there are still efforts to be made.

“The analysis of the 2021 ESG reports confirms an improvement with a majority of issuers aligning with the new AMMC orientation. Nevertheless, there is still a long way to go on the part of certain issuers who have not yet understood the impact of good governance on the overall performance of the company and its relations with its shareholders and all stakeholders. »summarizes Sara El Qouatli, mission director at Ofinance.

Greater transparency on the functioning and composition of the Board of Directors

According to Ofinance, 70% of companies provide information on the composition and operation of the Board of Directors or Supervisory Board. A figure slightly up on last year. In detail, 67% of the companies studied display the attendance rate of directors in their reports and 83% adopt a governance structure with a Board of Directors, of which 46% opt for a separation of the functions of the Chairman and the Director. general.

The average board size is 9 members. One will note all the same the persistence of some boards of directors not in conformity with the provisions of the independent administrators. Indeed, 15 issuers have not yet finalized the recruitment process for independent directors. According to Sara El Qouatli, these are not necessarily small issuers.

“There are companies of all sizes and from all sectors among these 15 issuers,” she tells us. As for the potential sanctions, the specialists of Ofinance evoke the absence of concrete sanction procedures in the law on the SA On the other hand, a sanction more of the moral order can be activated: “There is the market sanction for issuers listed, and in general that of the shareholders who will point out these dysfunctions. There is also the sanction of other stakeholders, employees, press, etc…”.

Parity: a good point 93% of issuers provide information on the representation of women on the Board of Directors. The report tells us that the number of female directors reached 165, or 20% of the total number of directors sitting on the boards of issuers. Women represent 35% of the total number of independent directors. Out of a total of 73 issuers having provided information on the composition of management bodies, 32% of women are part of top management.

The taboo of executive compensation

This is one of the points on which issuers are the furthest behind. Only 64% of them disclosed information on directors’ compensation and only 46% of issuers disclosed information on executive compensation.

The annual overview of governance practices: An annual meeting

By publishing this second edition, Offinance confirms its ambition to provide capital market players with an exhaustive study on governance practices. The objective is to provide issuers with a tool for assessing the compliance of their practices with the regulatory framework, to draw up a comparative statement of the evolution of governance practices and their developments in line with the requirements of the legislative and regulatory framework. and international standards. And to measure the gap between the governance practices of issuers and international standards, or even set up an annual monitoring tool for the evolution of governance practices.

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