Other Governing Bodies

Titre degradé

Bodies

• 5 Members
• 20% Independent Directors
• 6 Meetings in 2025

In 2025, the Strategy Task Force’s work primarily focused on drafting BANK OF AFRICA Group’s Strategic Development Plan for 2025-2027 and its main components as well as the Technology Transformation Programme, the SREP and monitoring of its action plan. 

The Committee also followed up on implementation of its recommendations from 2024 and mapped out topics of interest for 2025. 

During the last quarter of 2025, the Committee created a Plenary Technology Committee, a subcommittee that meets monthly and met three times in 2025, to track implementation of the Bank’s Technology Transformation Programme.

 Moreover, because it meets on a more frequent basis, this subcommittee discussed cross-functional issues in the presence of the Executive General Managers, which would have been addressed by the Group Executive Committee.

• 3 Members
• 67% Independent Directors
• 3 Meetings in 2025

The Governance, Appointments and Remuneration Committee met three times in 2025, 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 2024, filing annual statements of conflict of interest, and reviewing the independence of the Directors, in accordance with the formal requirements of Bank Al-Maghrib. 

The Committee also considered priority levers for retaining talent, innovative initiatives for attracting the best, and the structuring of HR throughout the Group. Levers for retaining talent include increasing internal mobility, expanding training programmes, overhauling the variable remuneration system within the Network, having a talent pool that evolves at different levels of seniority and is representative of all components of the Bank Head Office and Network, as well as disseminating a responsible management culture. 

The Governance, Appointments and Remuneration Committee devoted one meeting to the foundations of the sustainability strategy, the BANK OF AFRICA climate strategy, and non-financial services and their synergies with the banking offer. It was thus briefed on the Bank’s performances in terms of Sustainability, the process for identifying relevant ESG issues and their governance, and support provided to the subsidiaries. Regarding the Climate Strategy, the Committee was briefed on the approach developed by BANK OF AFRICA centring on three priorities: (i) calculating greenhouse gas emissions across the portfolio of companies financed, (ii) incorporating climate risks into risk management, and (iii) creating a dedicated Sustainable Finance approach. Lastly, BANK OF AFRICA has been developing an innovative Non-Financial Services offer since 2009, which is making it more competitive and creating a new driver of commercial development.

• 6 Members
• 50% Independent Directors
• 4 Meetings in 2025

In 2025, the Group Risks Committee met four 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 rate 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 Group Risk Policy. 

In accordance with regulatory requirements, the Committee reviewed and approved the Internal Capital Adequacy Assessment Process (ICAAP) and the Internal Disaster Recovery Plan (PRCI). Likewise, the risk appetite framework, country risk management system and general competition law compliance policy were submitted to the Committee. 

The Committee was regularly briefed during the year about the macroeconomic outlook for the countries in sub-Saharan Africa where the Group operates. 

The Committee also discussed issues relating to the Group Compliance System, notably monitoring, for all subsidiaries, of KPIs relating to KYC and AML-CFT risk indicators as well as the mitigation measures in place at the level of the parent company and subsidiaries. It examined the results of the information systems intrusion test plan in 2025 and the cybersecurity indicators, the estimated impacts of acquisition-led growth on the solvency ratio, and the potential impacts of the CSRD directive on non-financial reporting in Morocco and sub-Saharan Africa.

Lastly, the Committee monitored the status of the SREP roadmap, notably with a communication on the second SREP score and the integration of the recommendations from the Committee’s previous meetings.

• 5 Members
• 40% Independent Directors
• 4 Meetings in 2025

The main issues dealt with by the Group Audit and Internal Control Committee (CACI) during its four meetings in 2025 include BANK OF AFRICA Group’s consolidated and parent financial performance and the results of subsidiaries in 2024 and quarterly and half-yearly results in 2025, as well as the 2025 budget and a review of the Statutory Auditors' Reports. The Committee also reviewed the Statutory Auditors’ Report on Internal Control and the annual internal control report prepared for Bank Al-Maghrib.

Regarding the internal control system, the Committee reviewed the work done by the Group Internal Control Coordination Committee and progress made on SREP projects impacting the internal control system. 

It also followed up on implementation of recommendations from previous Committee meetings and ensured that recommendations from Bank Al-Maghrib and Group General Control were followed. 

On the internal audit front, the CACI notably reviewed progress made on the internal audit plan for 2025, the preliminary audit plan for 2026, and the key points raised by Group General Control.

• Chairman : Chairman and Chief Executive Officer
• 4 Members

The Group Executive Committee is responsible for implementing strategy and development plans based on the Board of Directors’ guidelines. It is also responsible for managing and steering performance on a consolidated basis within the remit of the powers delegated to it. 

It ensures that a Group-wide approach is fostered by steering the Group’s constituent entities, risk management, synergies, the pooling of skills and efficiencies to ensure a more dynamic commercial approach and enhance value creation.

• Chairman : Executive General Manager responsible for Morocco & CIB
• 10 Members

The Executive Committee – Morocco and International (excluding Africa) is the decision-making body responsible for translating the Group’s strategy into operational initiatives and measures and monitoring them for Moroccan operations and those of the Group’s international subsidiaries outside sub-Saharan Africa within the remit of the powers delegated to it. 

In 2025, the Committee’s work mainly focused on monitoring performance more closely, increasing the Group’s resilience, and accelerating the transformation.

Steering financial performance and bolstering the prudential standards were top priorities for the Committee. To this end, it closely tracked financial performances at the parent and consolidated levels, ensuring that the Bank is continuously improving its capital adequacy and the quality of its loan portfolio. Other areas of focus for the Committee included the completion of regulatory and internal stress tests and monitoring the situation of Group subsidiaries. 

In terms of operating efficiency, the main topics addressed related to the launch of the annual IT action plan along with the technology transformation plan, the monitoring of banking production as well as the management of issues relating to Internal Control and Compliance, while also tracking progress on the different aspects of the SREP. 

Work done in the area of commercial strategy focused primarily on two key items: overhaul of the relational model as a driver of competitiveness for the Bank and payment acquisition at the Damane Cash subsidiary. These initiatives were supported by the rollout of the new brand equity strategy as well as the use of Social Listening tools.

Lastly, in terms of Group transformation and HR issues, the Committee considered ways to strengthen the HR Budget for 2025-27, the systems in place to retain talent, innovative recruitment initiatives, and progress made on structuring the Group HR department. All this work supports a broader goal of consolidating HR competencies and supporting the Group’s transformation.

• Chairman : Group General Controller
• 8 Members

The Group Internal Control Coordination Committee’s role is to effectively manage and monitor, at an operating level, Group-wide control systems. 

In 2025, the Group Internal Control Coordination Committee worked on a number of projects and issues having to do with new regulatory requirements calling for continuous improvements in (i) the permanent control system for head office and Network functions and IT security, (ii) the process for closing the accounts, and (iii) Compliance processes. 

The Committee also addressed issues around the operational functioning of the Bank’s control and vigilance system including the rollout of mass availability across the payment institution subsidiary network, the results of permanent control work done for the Network and Head Office services, and the review of thresholds for non-submission of transactions (withdrawal, transfer and payout) for managerial approval if funds are available. 

• Chairman : Deputy Managing Director responsible for Group Finance
• 10 Members

The Group ALM Committee is responsible for drawing up and implementing the Group’s asset-liability management strategy, enabling the Bank to meet its obligations on an ongoing basis in line with the strategy determined by the Board of Directors. 

In this respect, it ensures that a uniform and effective system exists and is implemented for identifying, measuring, controlling and mitigating ALM risks at Group level. It reviews, on a frequent basis, the Group’s risk profile in respect of internal as well as regulatory limits or those established by stakeholders (interest rate and liquidity risks as well as foreign currency risk resulting from exposure to instruments denominated in foreign currencies). Similarly, it ensures that subsidiaries’ profits are protected against exchange rate fluctuations. 

Lastly, it establishes a course of action and priorities in matters relating to liquidity, in the various currencies, while ensuring that the Group’s Liquidity Contingency Plan is effective in the event of a liquidity problem.

In 2025, the work of the ALM Committee focused on reviewing the Group’s liquidity and interest rate risk profile, which are in line with the risk limits and appetite set by the Group. The committee also monitored the strengthening of the internal limits system, progress made on regulatory projects related to the SREP score and the ILAAP/ICAAP system, and the deployment of the ALM steering tools at the Group and subsidiary levels.
 

• 6 Senior Standing Members 

The Group Risk Steering and Management Committee assists the Executive Committee – Morocco & International in effectively managing and monitoring, at an operating level, the risk management system of the Group and its subsidiaries, and ensures that operations are consistent with the risk policies and limits set. 

The Committee monitored risk and prudential ratios at the parent and consolidated levels, credit policy guidelines and the country risk management system. 

Other issues addressed by the Committee notably included strengthening the systems in place to enhance resilience, such as the Internal Capital Adequacy Assessment Process (ICAAP), the Internal Crisis Recovery Plan (PRCI), IS security and the rollout of SREP-related processes. 

The Committee was also briefed on implementation of recommendations from the Group Risks Committee, the updating of the Group General Risk Policy and the general policy with regard to competition law compliance.
 

• Chairman : Deputy Managing Director responsible for Transformation, IT & Digital
• 17 Members

The Operating Committee is responsible for reporting, sharing information and ruling on any issue relating to the Bank’s operations. It therefore provides business line as well as technical expertise and makes recommendations to the Executive Committee – Morocco & International to assist with decision-making relating to these aspects.

In 2025, the Committee’s work focused mainly on regulatory projects, issues related to supporting commercial development, issues relating specifically to risks and control, and matters relating to operating processes and operational efficiency. 

With regard to regulatory projects, the Committee notably worked on the contribution in full discharge of liabilities 2024, changes to the interbank transfer system, and improvements to internal validation systems and service quality. 

In the area of business development support, the Committee’s work focused primarily on price competitiveness, the development of supply chain financing solutions, and continued rollout of payment acquisition services and mortgage brokering by Damane Cash.

As for risk and control issues, the Committee monitored the updating of the Group Quality policy and efforts to strengthen operational resilience.

Lastly, in the areas of operating processes and operational efficiency, the Committee looked at the optimisation of account opening journeys, the centralisation of mandate management, and the bolstering of credit risk management and customer relations management systems.
 

• Chairman : Director & Executive General Manager
• 16 Members

Established in November 2019, the Environmental and Social Sustainability (ESS) Committee aims to monitor and oversee implementation of the environmental, social and sustainability goals set by the Group. It sets up internal subcommittees that meet on a quarterly basis to discuss specific themes. 

In this regard, it is responsible for overseeing the implementation of the Environment, Social and Diversity & Inclusion action plan at the Group level, for developing and tracking 

performance indicators related to Impact Finance, and for monitoring the Group’s overall commitments in the areas of sustainable development and CSR. It also ensures that the environmental, climate and social risk management practices adopted within the Group are effective.

During its meetings in 2025, the ESS Committee focused on reviewing the climate strategy and the rollout of the climate risk roadmap.

The subcommittees set up as offshoots of the ESS Committee also met in 2025, with the HR subcommittee discussing the Gender approach and the launch of the Inclusion project with German partner GIZ. The Business – Risks subcommittee’s work focused on the incorporation of climate risks into the lending process.