GOVERNANCE OF THE GROUP

Illustration Gouvernance

BANK OF AFRICA Group is equipped with a solid governance system composed of technical skills and strategic thinking skills.

The West African subsidiary banks are governed by the holding structure BOA WEST AFRICA (an intermediate financial holding company located in Ivory Coast) while the other subsidiaries are governed by BOA GROUP S.A (the holding structure based in Luxembourg).

Each of these companies is governed by a specific Board of Directors, whose members ensure compliance with the rules of good governance, as advised by specialized committees.

The governance of BANK OF AFRICA Group pays close attention to risk control, transparency of information, management and innovation.

BOA GROUP S.A. HOLDING

1. BOARD OF DIRECTORS

The Board of Directors collectively represents all of the shareholders. It acts for the social interest of the Group and ensures its proper functioning.

The missions of the Board are to define strategic orientations, oversee and ensure their implementation in compliance with the Group’s values, and comply with the highest international standards of ethics and risk management.

The members of the Board are appointed based on their experience, expertise and independence.

On the right, Mr Brahim Benjelloun-Touimi, Chairman of BOA Group’s Board of Directors

President de BOA GROUP S.A.1

Brahim BENJELLOUN TOUIMI

Chairman

Amine BOUABID

Chief Executive Officer

Azzedine GUESSOUS

Director

Khalid NASR

Director

PROPARCO

Represented by Emmanuel Haye

FMO

Represented by Marteen Klessens

Marc BEAUJEAN

Director

Khalid LAABI

Director

M’hamed BOURAQADI SAADANI

Director

2. AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is a part of the Board of Directors, which is in charge of the Group as well as the subsidiaries and other bodies included in the Group’s scope of consolidation. The subsidiaries also have their own Audit and rRsk Committees.

The Audit and Risk Committee assists and advises the Board of Directors on internal control and risk management by ensuring:

  • The integrity and reliability of the Group’s financial statements and accurate data.
  •  The adequacy and effectiveness of the Group’s set of controls and procedures as well as the control of its internal systems.
  •  The assessment of the Group’s external auditor, skills, independence and nomination.
  •  The proper implementation of the risk management system within the Group as well as its adequacy with respect of the size of the Group and its risk appetite.
  •  The Group’s compliance with the requirements set by laws and regulations, as well as with its ethical standards

COMPOSITION OF THE AUDIT AND RISK COMMITTEE

Azzedine GUESSOUS

Chairman

Marc BEAUJEAN

Director

Ali HARRAJ

Director

Olivier NOEL

Director

Khalid LAABI

Director

M'hamed BOURAQADI SAADANI

Director

PERMANENT INVITEES OF THE COMMITTEE INCLUDE

THE DEPUTY CHIEF EXECUTIVE OFFICER

 BOA GROUP

THE DIRECTOR OF GENERAL INSPECTION

BOA GROUP

THE DIRECTOR IN CHARGE OF COMMITMENTS AND RISKS

BOA GROUP

3. EXECUTIVE COMMITTEE

The Group’s Executive Committee sets the strategic objectives within the framework of the orientations determined by the Board of Directors and coordinates their implementation. It ensures the maintenance of the organization’s alignment with the evolution of the environment. It also oversees the definition of responsibilities and delegations of power of the leaders and their application. The Executive Eommittee meets on a weekly basis and may invite certain Group employees to present specific topics.

On the right, Mr. Amine BOUABID, Chief Executive Officer of BANK OF AFRICA Group.

Untitled 1 3

COMPOSITION OF THE EXECUTIVE COMMITTEE

Amine BOUABID

Chief Executive Officer

Abderrazzak ZEBDANI

Deputy Chief Executive Officer

M’Hamed SKALLI

Directeur Organisation & IT

Ghali LAHLOU

Regional Director of the WAEMU Zone

KOBBY ANDAH

Regional Director of the English-Speaking zone

Arnaud BIHANNIC

General Secretary

4. MANAGEMENT COMMITTEE

The Group’s Central Structures, operational management bodies, consist of 6 divisions, each grouping Business Units assigned based on areas of expertise. These specialized entities are 30 in number and their respective Directors are members of the Management Committee which meets once a week.

The role of the Management Committee is to outline the major projects in progress requiring particular decision-making. Debates are held and all points of view heard and considered before decisions are made.

ORGANIZATION OF THE CENTRAL STRUCTURES

Organigramme BOA EN

BOA-WEST AFRICA INTERMEDIARY HOLDING

This company, which holds the stakes of BOA in West Africa, is regulated by the Central Bank of West African States (BCEAO). It has four governance bodies.

1. BOARD OF DIRECTORS

Brahim BENJELLOUN TOUIMI

Chairman

Amine BOUABID

Chief Executive Officer

Azzedine GUESSOUS

Director

Khalid NASR

Director

PROPARCO

Represented by Emmanuel Haye

Ali HARRAJ

Independent Director

Olivier NOUR NOEL

Independent Director

2. AUDIT COMMITTEE

PERMANENT MEMBERS

Azzedine GUESSOUS

Chairman

Ali HARRAJ

Independent Director

Olivier NOUR NOEL

Independent Director

PERMANENT INVITEES

DEPUTY MANAGING DIRECTOR

 BOA WEST AFRICA

DIRECTOR OF INSPECTION

 BOA GROUP S.A.

GENERAL CONTROL MANAGER

 BMCE BANK OF AFRICA GROUP

3. RISK COMMITTEE

PERMANENT MEMBERS

Khalid NASR

Chairman

Ali HARRAJ

Independent Director

Olivier NOUR NOEL

Independent Director

PERMANENT INVITEES

DEPUTY MANAGING DIRECTOR

 BOA WEST AFRICA

DIRECTOR OF RISK

 BOA GROUP S.A.

DIRECTOR OF RISK

BANK OF AFRICA / BMCE GROUP

4. REMUNERATION AND NOMINATION COMMITTEE

This Committee which stems from the Board of Directors oversees its composition in order to comply with the rules of good governance, particularly in terms of independence and absence of conflict of interest of the Directors. The Remuneration and Nomination Committee also ensures that the skills and experience of any new Director comply with the interests of the company, in order to support the Board of Directors in appointing new members.

COMPOSITION OF THE REMUNERATION AND NOMINATION COMMITTEE

Azzedine GUESSOUS

Marteen KLESSENS

Marc BEAUJEAN