HIGHLIGHTS & KEYFIGURES 4 1 PERSONS RESPONSIBLE FOR THE REGISTRATION
DOCUMENT AND FOR THE AUDIT OF THE
FINANCIAL STATEMENTS 8
1.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 10
1.2 CERTIFICATION OF THE REGISTRATION DOCUMENT 10
1.3 PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS 11
1.4 INFORMATION POLICY 11
2 CORPORATE GOVERNANCE 12
2.1 COMPOSITIONANDFUNCTIONSOFTHEMANAGEMENT ANDSUPERVISORYBOARDS 14
2.2 CORPORATE GOVERNANCE 22
2.3 INTERESTS OF THE SENIOR EXECUTIVES 26
2.4 RELATED PARTY TRANSACTIONS 28
3 GENERAL INFORMATION REGARDING THE COMPANY AND ITS SHARE CAPITAL 30
3.1 GENERAL INFORMATION 32
3.2 GENERAL INFORMATION RELATING TO THE COMPANY’S SHARE CAPITAL 50
3.3 TRADING OF THE COMPANY’S SHARES 54
3.4 DIVIDENDS AND DIVIDEND POLICY 56
3.5 BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS 59
3.6 ASSET PLEDGES 63
4 INFORMATION CONCERNING COMPANY BUSINESS ACTIVITIES 64
4.1 HISTORY 66 4.2 OVERVIEW OF THE GROUP’S OPERATIONS 67
4.3 MAROC TELECOM’S BUSINESS STRATEGY 70
4.4 BUSINESS ACTIVITIES IN MOROCCO 72 4.5 DESCRIPTION OF SUBSIDIARIES’ OPERATIONS 106 4.6 RESEARCH AND DEVELOPMENT 112
4.7 SEASONALITY 113
4.8 REGULATORY ENVIRONMENT AND POSSIBLE DEPENDENCIES 114
4.9 HUMAN RESOURCES 125
4.10 REAL PROPERTY 128
4.11 INTELLECTUAL PROPERTY 129
4.12 INSURANCE 130
4.13 LEGAL AND ARBITRATION PROCEEDINGS 131
4.14 RISK FACTORS 133
5 FINANCIAL REPORT 140
5.1 CONSOLIDATED FINANCIAL DATA FOR THE LAST THREE YEARS 142 5.2 OVERVIEW 144
5.3 CONSOLIDATED INCOME STATEMENT 154
5.4 CONSOLIDATED FINANCIAL STATEMENTS 178
5.5 INDIVIDUAL FINANCIAL STATEMENTS 222
6 RECENT DEVELOPMENT AND OUTLOOK 246
6.1 RECENT DEVELOPMENT 248
6.2 MARKET OUTLOOK 249
6.3 OBJECTIVES 250
7 INFORMATION RELATING TO THE TRANSACTIONS 252
TABLE OF CONCORDANCE 254
2009 ANNUAL INFORMATION DOCUMENT 256
STATUTORY AUDITORS FEES 257
GENERAL SHAREHOLDERS’ MEETING OF APRIL 22, 2010 258 GLOSSARY 260
HIGHLIGHTS
January 2009
•
Maroc Telecom again reviews its pricing terms, raising its monthly fixed-line subscription for capped rate plan customers while lowering prices on fixed-line international calls and bundles.•
Maroc Telecom launches a new rate plan for international calls over VPN and a “2009 Champions League” con-tent offering allowing subscribers to view sports events in real timeFebruary 2009
•
Success of Maroc Telecom’s bid to acquire a 51% stake in the Malian incumbent operator, Sotelma.•
Maroc Telecom further develops its innovative offerings with the ”Pack Pro” call plan combining fixed-line, mobile and Internet (ADSL or 3G) services, along with a PC at a subsidized rate, and an exclusive TV service for mobile subscribers, with an unlimited access to a bouquet of 18 channels for 40 different 3G compatible handsets.•
Maroc Telecom launches a GPS service for top-of-the-range mobile handsets.•
Bintel awarded a fourth Mobile license in Gabon.March 2009
•
Maroc Telecom provides extensive support for customers during the switchover of the telephone numbering sys-tem in Morocco, with a major communications campaign and the provision of a free service for updating call-lists. A number of different promotional campaigns were also launched (TV ADSL, 3G Internet modem starter kits, Infinifix, etc.).•
Results of the bid for a 20% stake in Onatel were announced: 1.4 times oversubscribed.•
Launch of a “MMS Info” service allowing customers to receive news content according to their preferencesApril 2009
•
Maroc Telecom launches an online bill payment service for customers in Morocco. It gives an additional 30 per-manent minutes for customers under individual rate plans and 1 to 6 hour controlled rate plans.•
Maroc Telecom cuts rates for calls made by postpaid mobile customers to international fixed-lines (zone 1). These calls are henceforth included in capped rate plans and charged at the same rate as national calls.•
Maroc Telecom launches a new unlimited SMS-MMS plan, which enables prepaid customers to send unlimited SMS and MMS.•
Maroc Telecom enhances its Maroc Telecom TV bouquet by adding three new channels: Ciné Cinéma Star, Ciné Cinema Frisson and Infosport.•
The ANRT approves Maroc Telecom’s technical and pricing terms for interconnection to its fixed-line and mobile networks in 2009, together with the terms of Maroc Telecom’s unbundling for 2009May 2009
•
Maroc Telecom launches a triple play offering, “MT Box”. This value-for-money offering enables customers to benefit from unlimited fixed-line IP telephony, broadband Internet and IPTV, for a basic subscription of MAD229 (including tax) per month.•
Maroc Telecom proposes promotional offers for El Manzil packages from MAD0 and offers customers signing up to the Phony package a 50% discount on their first three bills.•
Maroc Telecom concludes with the ANRT a MAD334.6 million agreement governing the extension of universal service to 2,530 rural areas in 2009. The cost of the extensions will be offset against Maroc Telecom’s universal service contribution in respect of 2009.•
Maroc Telecom concludes an investment agreement with the government of the Kingdom of Morocco. under the terms of which Maroc Telecom is required to carry out a capital expenditure program from 2009 to 2011 for MAD10.5 million, against an exemption from customs duties on imported capital goods.•
Maroc Telecom was awarded a SICCAM 2009 trophy, acknowledging its decade of service to Morocco’s call center industry along with its investment in infrastructure enabling it to meet the demand of call center operators and its role in connecting Morocco with the rest of the world.•
Maroc Telecom divested its equity interest in the Mobisud France subsidiary to SFR.June 2009
•
Maroc Telecom overhauls its unlimited call plan for fixed-line calls in Morocco, launches capped rate plans for fixed-line to mobile calls in Morocco in evenings and weekends or anytime. Rate plans are attractively priced and enable customers to choose a range of options.•
Maroc Telecom expands its directory enquiries service (160) to include personal assistance, information on lei-sure activities and general information, and allows callers to receive information by SMS or email.•
Maroc Telecom continued its sponsorship of the “Clean Beaches” program for Morocco’s Mediterranean coast-line. As a result, two beaches in Northern Morocco were awarded “Pavillon bleu” status for the first time.•
Mauritel launches 3G+ voice and data services.July 2009
•
Launch of the “Jawali” customer loyalty program for prepaid Jawal and Mobisud customers in Morocco.•
On July 7, 2009, Maroc Telecom was declared the winner of the tender offer for the acquisition of a 51% equity stake in Sotelma, the incumbent telecoms operator in Mali, for €275 million.August 2009
•
On the occasion of the 2009 Haj and Omra period, Moroc Telecom launches a promotional 50% discount on calls to mobiles and fixed-lines in Saudi Arabia.•
Launch of an SMS Alert Service for the Berlin 2009 World Athletics Championships.September 2009
•
Maroc Telecom repositions the Mobisud product, now dedicated to customers making international calls, and overhauls its national and international rates.•
Mauritel markets MMS and 3G video-telephony services.•
In Gabon, the telecom regulatory authority decides to lower inter-operator rates, effective retroactively as from January 1, 2009.October 2009
•
Maroc Telecom launches the Mourbiha El Manzil prepaid promotion, which offers one hour of free communication on evenings and weekends to national mobiles, for all top-ups from MAD100.•
In Burkina Faso, the regulatory authority lowers interconnection rates for fixed and mobile lines, and Onatel launches GPRS (MMS and mobile Internet).November 2009
•
Maroc Telecom again doubles ADSL Internet speeds and introduces reduced rates for existing and new customers.•
Maroc Telecom offers new customers three services at no charge for a three-month introductory period. The offering allows new customers to test the Mobile TV, News package and My Address Book services.December 2009
•
Maroc Telecom launches the Jawal permanent bonus for all operators, giving customers a bonus of MAD100 or MAD200, depending on the top-up amount.•
Maroc Telecom lowers rates for fixed-to-fixed and fixed-to-mobile calls in all international zones, and reduces rates for the Phony, all-inclusive international calls offering.•
Maroc Telecom expands Maroc Telecom’s TV content with new TV channels (Planète Thalassa and Ma Chaîne Sport) and radio stations (Vibration, FG Radio, Radio Jazz).January 2010
•
Maroc Telecom launches MobiCash, an exclusive service for mobile phone money transfers, in partnership with Banque Centrale Populaire and Attijariwafa Bank.KEY FIGURES
2009 2008 2007 In thousands Mobile customers 19,602 17,184 15,342 Maroc Telecom 15,272 14,456 13,327 Mauritel 1,335 1,141 905 Onatel 1,569 977 564 Sotelma 818 - - Gabon Télécom 513 447 386 Mobisud 95 163 160 Number of Fixed-lines 1,528 1,526 1,518 Maroc Telecom 1,234 1,299 1,336 Mauritel 41 49 36 Onatel 152 145 122 Sotelma 65 - - Gabon Télécom 36 33 24 Internet customers 527 522 503 Maroc Telecom 471 482 476 Mauritel 6 9 5 Onatel 23 17 12 Sotelma 7 - - Gabon Télécom 20 14 10In IFRS (in millions of Moroccan dirhams)
Consolidated revenues 30,339 29,521 27,532
Mobile (gross) 22,190 21,183 19,296
Fixed-lines and Internet (gross) 11,106 11,319 11,090
Consolidated earnings from operations before amortization 18,149 17,641 15,659
Mobile 13,166 12,876 11,399
Fixed-lines and Internet 4,983 4,765 4,260
Consolidated earnings from operations 14,008 13,889 12,234
Mobile 10,712 10,720 9,557
Fixed-lines and Internet 3,297 3,169 2,677
Consolidated net earnings (group share) 9,425 9,520 8,033
Capital expenditure 5,847 5,957 5,466
Mobile 3,676 3,614 3,279
Fixed-lines and Internet 2,171 2,343 2,188
2009 2008 2007 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 In thousands Mobile customers 17,624 17,553 19,306 19,602 15,897 16,574 17,204 17,184 12,736 13,172 14,517 15,342 Maroc Telecom 14,630 14,289 15,239 15,272 13,697 14,224 14,629 14,456 11,372 11,713 12,838 13,327 Mauritel 1,218 1,315 1,351 1,335 959 1,015 1,104 1,141 687 767 843 905 Onatel 1,162 1,316 1,402 1,569 645 756 877 977 411 388 460 564 Gabon Télécom 471 533 545 513 392 424 453 447 254 263 320 386 Sotelma - - 685 818 - - - - Mobisud 143 100 84 95 204 155 141 163 21 41 56 160 Number of fixed-lines 1,524 1,533 1,576 1,528 1,526 1,536 1,530 1,526 1,477 1,490 1,496 1,518 Maroc Telecom 1,286 1,290 1,269 1,234 1,335 1,329 1,314 1,299 1,314 1,325 1,324 1,336 Mauritel 54 56 57 41 40 46 47 49 39 36 38 36 Onatel 149 151 152 152 126 130 138 145 101 107 111 122 Gabon Télécom 35 36 36 36 25 31 31 33 23 22 23 24 Sotelma - - 62 65 - - - - Internet customers 536 537 529 527 517 520 518 522 447 466 473 503 Maroc Telecom 488 486 473 471 487 487 482 482 425 444 449 476 Mauritel 10 11 11 6 6 7 8 9 5 5 5 5 Onatel 19 21 22 23 13 15 16 17 8 8 10 12 Gabon Télécom 19 19 20 20 11 11 12 14 9 9 9 10 Sotelma - - 3 7 - - - -
In IFRS (In millions of Moroccan dirhams)
Consolidated revenues 7,129 7,457 7,834 7,917 6,965 7,343 7,729 7,484 6,113 6,894 7,320 7,205 Mobile (gross) 5,078 5,374 5,836 5,901 4,901 5,266 5,618 5,391 4,162 4,727 5,260 5,148 Maroc Telecom 4,378 4,638 5,004 4,847 4,295 4,628 4,938 4,668 3,795 4,105 4,722 4,474 Mauritel 228 243 228 235 199 224 234 234 210 211 215 199 Onatel 265 292 291 313 208 213 222 238 151 178 161 229 Gabon Télécom 161 164 146 216 151 157 185 199 - 223 146 213 Sotelma - - 144 269 - - - - Mobisud 46 37 22 20 48 44 38 53 6 10 16 32
Fixed-lines and Internet (gross) 2,798 2,809 2,710 2,789 2,745 2,790 2,862 2,933 2,618 2,913 2,769 2,789 Maroc Telecom 2,376 2,384 2,268 2,284 2,347 2,403 2,437 2,497 2,326 2,401 2,377 2,347
Mauritel 63 71 65 65 74 61 63 68 81 84 73 81
Onatel 202 197 182 189 187 188 180 204 212 198 192 197
Gabon Télécom 157 158 134 167 136 139 183 164 - 230 127 164
Sotelma - - 61 85 - - - -
Elimination of intersegment
PERSONS
RESPONSIBLE FOR
THE REGISTRATION
DOCUMENT AND
FOR THE AUDIT OF
THE FINANCIAL
DOCUMENT 10
1.2 CERTIFICATION OF THE REGISTRATION DOCUMENT 10
1.3 PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS 11
1.3.1 STATUTORY AUDITORS 11
1.4 INFORMATION POLICY 11
1.4.1 PERSON RESPONSIBLE FOR INFORMATION 11
1.4.2 FINANCIAL COMMUNICATION CALENDAR 11
Mr. Abdeslam AHIZOUNE
Chairman of the Management Board
Having taken all reasonable care to ensure that such is the case, I certify that the information contained in this registration document accurately reflects, to the best of my knowledge, the facts and contains no omission that would be likely to affect its meaning.
I attest, to my knowledge, that the accounts are established in accordance with the applicable accounting standards and give a faithful image of the financial statement and result of the company and all of the consolidated companies, and the management report (appearing in chapters 4 and 5 of this Registration document) gives a faithful presentation of the evolution of the businesses, results and financial statements of the Company and all of the consolidated companies as well as a description of the principal risks and contingences that they face.
I have obtained a letter from the statutory auditors Mr. Abdelaziz Almechatt and KPMG Maroc represented by Mr. Fouad Lahgazi, confirming that they have completed their work and indicating that they have verified the financial
position and the financial statements included in this Registration Document and that they have reviewed the document as a whole
Historical financial information presented in the Registration Document was the subject of Statutory Auditors’ reports:
•
The Statutory Auditors’ report on the consolidated financial statements for the year ended December 31, 2009, presented on page 181 of this Registration Document, contains 2 observations indicates procedures for the tax audit underway for the years 2005 to 2008 and explains the Company’s position (Note 25) and the estimates used in segment data (detailed in Note 1 (section 2.5) and Note 28).•
The Statutory Auditors’ report on the individual financial statements for the year ended December 31, 2009, presented on page 227 of this Registration Document, contains an observation on the B5 declaration, which indicates procedures for the tax audit underway for the years 2005 to 2008 and explains the Company’s position.•
The Statutory Auditors’ report on the consolidated financial statements for the year ended December 31, 2008, presented on page 185 of Registration Document D.09-0289 filed with Autorité des Marchés Financiers (hereinafter “AMF”, the French securities regulator) on April 24, 2009, contains an observation on the estimates used in segment data (detailed in Notes 1 (Section 2.5) and Note 28).•
The Statutory Auditors’ report on the individual financial statements for the year ended December 31, 2008, presented on page 231 of Registration Document D.09-0289 filed with the AMF on April 24, 2009, contains no observations.•
The Statutory Auditors’ report on the consolidated financial statements for the year ended December 31, 2007, presented on page 187 of Registration Document D.08-0323 filed with the AMF on April 28, 2008, contains an observation on the estimates used in segment data (detailed in Notes 1 (Section 2.5) and 28).•
The Statutory Auditors’ report on the individual financial statements for the year ended December 31, 2007, presented on page 234 of Registration Document D.08-0323 filed with the AMF on April 28, 2008, contains no observations.The Statutory auditors drew up a report on the forward-looking financial information presented in Chapter 6, Section 6.3, of this Registration Document, which appears on page 251 of this Registration Document.
Chairman of the Management Board Mr. Abdeslam Ahizoune
1.1
PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
In this Registration Document, "Maroc Telecom" or “the Company” refers to the company Itissalat Al-Maghrib, and “the group” refers to the group constituted by the Company and all direct and indirect subsidiaries, as described in Chapter 5.
1
1.4.3 Shareholders’ information
The social, accounting and legal documents, whose communication is governed by the Moroccan and French laws and the bylaws in favor of the shareholders and third parties can be consulted at the Head Office of the Company. Registration Documents, updates of Registration Documents filed with the French Securities Regulator (AMF), presen-tations for investors and financial analysis made by the Company, as well as the various press releases are available on Maroc Telecom’s website: www.iam.ma.
In accordance with the provisions of the Transparency Directive, which has been applicable since January 20, 2007, all regulated information is available on Maroc Telecom’s website: www.iam.ma/Groupe/Finance/Telechargements.
1.3
PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL
STATEMENTS
1.3.1
Statutory auditors
KPMG Maroc, Represented by Mr. Fouad Lahgazi 11, avenue Bir Kacem, Souissi - 10 000 Rabat, Morocco
First appointed in April 12, 2007 for a three fiscal year term by the general Shareholders’ Meeting. This mandate will expire at the end of the general Shareholders’ Meeting to approve the financial statements for the fiscal year ended December 31, 2009. The renewal of KPMG Maroc’s term of office, represented by Mr. Fouad Lahgazi, is on the agenda for the Shareholders’ Meeting held on April 22, 2010
Mr. Abdelaziz Almechatt
83 avenue Hassan II - 20 100 Casablanca, Morocco
First appointed in 1998 in the bylaws, his term of office was renewed in 2005. His current three-year term was re-newed at the Shareholders’ Meeting held on April 17, 2008 and will expire at the close of the Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2010
1.4
INFORMATION POLICY
1.4.1 Person responsible for information
Mr. Arnaud CastilleChief Financial Officer Maroc Telecom
Avenue Annakhil - Hay Riad Rabat, Morocco
Telephone : 00 212 (0) 537 71 90 39 E-mail : [email protected]
1.4.2 Financial communication calendar
All the financial information issued by Maroc Telecom (press releases, presentations, annual reports) is available on its website www.iam.ma.
An indicative calendar of Maroc Telecom’s financial communication for 2010 is provided below:
Date* Event Format
Tuesday February 23,
2010 Q4-08 and full year 2008 revenues and results
Press releases Press conference
Analyst and investors conference Thursday April 22, 2010 General Shareholders’ Meeting
Friday May 07, 2010 Q1-2010-revenues and results Press releases Wednesday July 28, 2010 Q2 and H1 2010- revenues and results Press releases
Press conference
Analyst and investors conference Monday November 08,
2010 Q3-2009– revenues and results Press releases
* before market
FINANCIAL STATEMENTS
1.3.
Persons responsible for the audit of the financial statements
CORPORATE
GOVERNANCE
2.1 COMPOSITIONANDFUNCTIONSOFTHE
MANAGEMENTANDSUPERVISORYBOARDS 14 2.1.1 COMPOSITION AND FUNCTIONS OF THE
MANAGEMENT BOARD 14 2.1.2 COMPOSITION AND FUNCTIONS OF THE SUPERVISORY
BOARD 17
2.2 COPORATE GOVERNANCE 22
2.2.1 AUDIT COMMITTEE 22
2.2.2 CODEOFETHICS 25
2.3 INTERETSOFTHESENIOREXECUTIVES 26 2.3.1 COMPENSATION PAID TO MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARD 26
2.3.2 OWNERSHIP OF COMPANY SHARES BY MEMBERS OF THE DECISION-MAKING AND SUPERVISORY BODIES 26 2.3.3 CONFLICTS OF INTERESTS 27 2.3.4 INTERESTS OF SENIOR EXECUTIVES IN SIGNIFICANT CUSTOMERS AND SUPPLIERS OF THE COMPANY 27
2.3.5 SERVICE CONTRACTS 27
2.3.6 STOCK OPTIONS 27
2.3.7 LOANS AND GUARANTEES GRANTED TO SENIOR
EXECUTIVES 27
2.4 RELATED PARTY TRANSACTIONS 28 2.4.1 MANAGEMENT SERVICES’ AGREEMENT CONCLUDED BY
MAROC TELECOM IN 2009 28 2.4.2 RELATED PARTY TRANSACTIONS FROM PRIOR YEARS
2.1.1
Composition and functions of the Management Board
Biographies and other offices and duties exercised by members of the
Manage-ment Board
Abdeslam AHIZOUNE
Abdeslam Ahizoune was appointed Chairman of the Management Board of Maroc Telecom in February 2001. He is also a member of the Boards of Directors of the Mohammed V Foundation for Solidarity, the Mohammed VI Founda-tion for the Environment, the Lalla Salma AssociaFounda-tion Against Cancer and Al Akhawayne University. He has been a member of the Management Board of Vivendi since April 2005. Mr. Ahizoune is also a member of the Boards of Direc-tors of Axa Assurances Maroc, Holcim Maroc and Medi 1 Sat (Moroccan satellite channel). Mr. Ahizoune serves as Chairman of the Royal Moroccan Athletics Federation (FRMA). In 2008, he was appointed Chairman of the Moroccan Association of Telecoms Professionals (MATI).
Mr. Ahizoune served as Chairman and Chief Executive Officer of Maroc Telecom from February 1998 to 2001, Minis-ter of Telecommunications from August 1997 to 1998, Managing Director of the National Postal and Telecommunica-tions Board (ONPT) from February 1995 to August 1997, Minister of Posts and TelecommunicaTelecommunica-tions and Managing Director of the ONPT from August 1992 to February 1995, and Director of Posts and Telecommunications in the Minis-try of Postal and Communications Services from 1983 to 1992. From 1982, Mr. Ahizoune also held various positions in the Postal and Telecommunications Department and in the ONPT.
Mr. Ahizoune holds an engineering degree from École Nationale Supérieure des Télécommunications (Paris) (1977). Positions previously held that expired during the last five years
•
Medi 1 Sat (Morocco), Chairman and Chief Executive Officer•
CMC SA (Mauritania), Chairman of the Board of Directors•
Mobisud SA (France), Chairman of the Board of Directors•
Mauritel SA (Mauritania), Permanent Representative of Maroc Telecom, Director•
Mauritel Mobiles (Mauritania), Director•
Onatel (Burkina Faso), Director•
Gabon Telecom (Gabon), Director Nom(age)
Office and duties Date
appointed Term of office expires Abdeslam AHIZOUNE (54)
Chairman First appointed : February 20, 2001 Renewed on February 23, 2009 2013 Larbi GUEDIRA (55) Managing Director
Services First appointed : February 20, 2001Renewed on February 23, 2009 2013
Arnaud CASTILLE (37)
Managing Director Finance and
Administra-tion
First appointed : February 24, 2006 with effect on April 1, 2006 Renewed on February 23, 2009 2013 Janie LETROT (55) Managing Director Regulatory affairs,
Com-munication and Interna-tional Development
First appointed : June 29, 2006
Renewed on February 23, 2009 2013
Rachid MECHAHOURI
(43)
Managing Director Networks and Systems
First appointed: November 17,2008 Renewed on February 23, 2009
2013
2
2.1
Composition and functions of the Management and
Larbi GUEDIRA
Larbi Guedira is Managing Director of Services of Maroc Telecom, and served previously as Executive Director of the Sales and Marketing Division, Executive Director of Telecommunications, and Chief Financial Officer and Regional Director for Casablanca. In addition, Mr. Guedira has served on the Boards of Directors of various companies in the Maroc Telecom Group. He was Chairman of the National Association of Telecommunications Engineers from 2000 to 2002.
Mr. Guedira is a graduate of the École Nationale Supérieure des Télécommunications in Paris. He also holds a mas-ter’s degree in mathematics from Paris XI (Orsay) and a postgraduate diploma (DESS) in management from the Uni-versity of Lille.
Positions previously held that expired during the last five years None
Rachid MECHAHOURI
Rachid Mechahouri is Managing Director of the Networks and Systems division of Maroc Telecom. He joined Maroc Telecom as an engineer in 1992 and successively held positions as Project Leader for Maroc Telecom’s GSM project, Head of Strategic Planning then Head of Mobile Networks Infrastructure, Director of Purchases of Infrastructure Pro-curement, and Purchases Director. In addition, he is a member of the Board of Directors of several Maroc Telecom subsidiaries.
Mr. Mechahouri is a graduate of Ecole Nationale Supérieure des Télécommunications (Paris), he also holds a post-graduate diploma (DEA) in Electronics and Automatic
Positions previously held that expired during the last five years None
Janie LETROT
Janie Letrot is Managing Director, Regulatory Affairs, Communication and International Development of Maroc Telecom. In addition, she is also a member of the Board of Directors of several Maroc Telecom subsidiaries. From January 1999 to July 2001 Ms. Letrot served as Vivendi Group’s General Delegate in Morocco, and joined Maroc Telecom as Director, of Regulatory and Public Affairs before being promoted Executive Director, Regulatory Affairs and Communication. In her previous career, Ms. Letrot had served as a senior civil servant in the French Ministry of Finance, Trade Advisor and Financial Advisor to the Economic Mission of the French Embassy in Rabat and then Economic and Financial Advisor to the French Permanent Mission of France to the United Nations in New York. Janie Letrot holds a degree in History and Geography from the Paris -Sorbonne University, and is a graduate of Ecole Nationale d’Administration in Paris.
Janie Letrot has been named a Knight of the French National Order of Merit. Positions previously held that expired during the last five years
None
Arnaud CASTILLE
Arnaud Castille is Managing Director, Finance and Administration of Maroc Telecom. He joined Maroc Telecom in September 2001 as Director of Management Control. He also serves as Chairman of the Board Directors of CMC and as a member of the Boards of Directors of several Maroc Telecom subsidiaries. Previously he held positions as Direc-tor of Finance and Administration for a construction services business unit of Bouygues, then Accounts Manager in the consultancy firm CSC Peat Marwick. He began his career as an auditor with Ernst & Young. Arnaud Castille is 37 years old
.
Castille holds a Masters degree in Management, a postgraduate diploma (DESS) in Corporate Finance from the Uni-versity of Paris Dauphine and is a graduate of INSEAD’s International Executive Program.
Positions previously held that expired during the last five years None
Responsibilities and functions of the Management Board
The Management Board manages and directs the affairs of the Company under the oversight of the Supervisory Board.
The Board comprises five members who collectively manage the affairs of the Company. The Board members may
allocate management tasks among them, subject to the approval of the Supervisory Board. Decisions of the Management Board are taken by a majority of the votes of its members present or represented. Messrs. Larbi Guedira
and Rachid Mechahouri represent the interests of the Government of the Kingdom of Morocco, while Messrs. Abde-slam Ahizoune, Arnaud Castille and Ms. Janie Letrot represent the interests of Vivendi.
Within three months following the close of the fiscal year, the Management Board must prepare the financial statements and submit them to the Supervisory Board, so that the latter may exercise its powers of control.
Likewise, the Management Board must submit a management report to the Supervisory Board before presenting the same to the ordinary general meeting shareholders, so that the Supervisory Board may make its observations, if any, on the report.
Information relating to the composition of the Supervisory Board, the term of the office of its members and the process of deliberations is set in chapter 3 (see section 3.1.13 "Administration of the Company").
Rights and obligations of the members of the Management Board
In accordance with Moroccan law, the Management Board has the broadest powers to act in all circumstances on behalf of the Company. The Board exercises its powers within the limits of the Company’s corporate purpose and subject to those powers that are expressly attributed to the Supervisory Board and to the general meetings of shareholders.
In relations with third parties, the Company remains bound even by the actions of the Management Board that do not come within the Company’s corporate purpose, unless it proves that the third party knew that the act was extraneous to this purpose or that said party could not be ignorant thereof given the circumstances, publication of the bylaws shall not in and of itself constitute proof.
The provisions of the Company’s bylaws limiting the powers of its Management Board are not valid with regard to third parties.
Except by an express waiver issued by the Supervisory Board upon the vote of a 75% qualified majority of its members, the members of the Management Board are required to be employees of the Company and resident in Morocco for more than 183 days each year.
2.1.2 Composition and functions of the Supervisory Board
Composition of the Supervisory Board
* The appointments of Taïeb Cherqaoui and Gérard Brémond were approved at the Supervisory Board meeting of February 22, 2010, to replace Chakib Benmoussa and Frank Esser, respectively. The renewal of the term of director-ship of Philippe Capron was also submitted to the Ordinary Shareholders’ Meeting of April 22, 2010.
Name (age) Current office Date appointed Expiry of office expires Principal post or occupation Salaheddine MEZOUAR (57)
Chairman Supervisory Board Meeting of Decem-ber 4, 2007 OGA called to approve the financial statements for 2012
Minister of Economy and Finance
Jean-Bernard LEVY (54)
Deputy
Chairman Meeting of Decem-Supervisory Board ber 17, 2002 OGA called to approve the financial statements for 2012
Chairman of the Manage-ment Board of Vivendi
Taïeb CHERQAOUI
(61)
Member Supervisory Board Meeting of February 22, 2010* OGA called to approve the financial statements for 2012
Minister of the Interior
Abdelaziz TALBI
(60)
Member Supervisory Board Meeting of March 4, 2005 OGA called to approve the financial statements for 2012
Former Director of Public Enterprises and Privatization at the Ministry of Economy and Finance Chairman of the permanent
committee of theNational Accounting Council Jean-René
FOURTOU (70)
Member Supervisory Board Meeting of January 4, 2005 OGA called to approve the financial statements for 2012
Chairman of the Supervisory Board of Vivendi
Philippe CAPRON
(51)
Member Supervisory Board Meeting of March 1, 2007 * OGA called to approve the financial statements for 2015
Chief Financial Officer of Vivendi Member of the Management
Board of Vivendi Jacques
ESPINASSE (66)
Member Supervisory Board Meeting of Decem-ber 17, 2002 OGA called to approve the financial statements for 2012 Director of companies Gérard BREMOND (72)
Member Supervisory Board Meeting of February 22, 2010* OGA called to approve the financial statements for 2012
Chairman and CEO of Group SA Pierre et Vacances
Régis TURRINI
(50)
Member Supervisory Board Meeting of February 21, 2008 OGA called to approve the financial statements for 2012
Director of Strategy and Development of Vivendi
Biographies and other offices and duties exercised by members of the
Supervisory Board
Salaheddine MEZOUAR - Chairman
Salaheddine Mezouar holds an Executive Management diploma from INSEAD, Fontainebleau (France), a higher diploma in business administration from Casablanca’s Institut supérieur de commerce et d’administration des entreprises (ISCAE), a postgraduate diploma (DEA) from Grenoble University of Social Sciences (France) and a Master degree in Economic Science (development economics) from the same university.
Mr. Mezouar has been Minister of Economy and Finance, since October 15, 2007. From 1986 and 1991, he was division head and policy officer for the Moroccan Ports and Harbors Authority (ODEP). Prior to this, he served as a
Managing Director of a private sector textiles company.
In addition, Mr. Mezouar was chairman of the Moroccan Association of Textile and Apparel Manufacturers (AMITH) and as Chairman of the Textile and Leather Goods Federation within the General Confederation for Moroccan Entrepreneurs (CGEM).
In 2004, Mr. Mezouar was appointed Minister of industry, Trade and Economic Development. He is the general secretary of the Moroccan political party “Rassemblement National des Indépendants
” (RNI)
and a former Deputy Chairman of Raja Club Athletic football club. As a sportsman, Mr. Mezouar was team captain of the national basketball team.Positions previously held that expired during the last five years None
Jean-Bernard LEVY – Deputy Chairman
Jean-Bernard Lévy (born March 18, 1955 ) is a graduate of École Polytechnique and École Nationale Supérieure des Télécommunications. Mr. Lévy was appointed Chairman of the Management Board of Vivendi on April 28, 2005. He began working for Vivendi in August 2002 as Managing Director.
Mr. Lévy was Managing Director and subsequently Managing Partner responsible for corporate finance at Oddo et Cie from 1998 to 2002. From 1995 to 1998, he was Chairman and Chief Executive Officer of Matra Communication. From 1993 to 1994, Mr. Lévy was chief of staff to Gérard Longuet, the French Minister of Industry, Posts and Telecommuni-cations, and Foreign Trade. From 1988 to 1993, Mr. Lévy was Director of Telecommunications Satellites at Matra Marconi Space. From 1986 to 1988, Mr. Lévy served as technical advisor to the cabinet of Gérard Longuet, the French Minister Delegate of Posts and Telecommunications; and from 1978 to 1986, he worked as an engineer at France Télécom.
Mr. Lévy sits on the Boards of Directors of Société Générale, Vinci and Institut Pasteur. He is also a member of the
Supervisory Board of Viroxis, Chairman of Institut Télécom and on member of the steering committee of Paris Europlace.
Positions previously held that expired during the last five years
•
VU Net, Chairman and Chief Executive Officer•
VTI, Chairman and Chief Executive Officer•
Vivendi Games Inc. (United States), Director•
UGC, Director•
Cegetel, Member of the Supervisory BoardTaïeb CHERQAOUI
Taïeb Cherqaoui (born in Boujaâd on December 31, 1949; three children
)
was appointed Minister of the Interior on January 4, 2010. He has a law degree from Mohammed V - Rabat University (1973), a training certificate from theE cole Nationale de la Magistrature in Paris (1976), and a postgraduate diploma (DEA) in sociology from the University of Bordeaux II (1980). He also holds a postgraduate law degree from Hassan II – Casablanca University
(1996).
Mr. Cherqaoui began his career as Deputy Public Prosecutor for the Crown at the Court of First Instance of Casablanca from 1973 to 1979. He worked at the Appellate Court in Casablanca from 1979 to 1988 before serving as
Attorney General to the Crown at the Court of Appeal of El Jadida from 1988 to 1993 and Casablanca from 1993 to 1997. Mr. Cherqaoui also served as Director of Penal Affairs and Pardons at the Ministry of Justice from 1997 to 2007, Attorney General for the Crown at the Supreme Court from 2007 to 2008 and First President of the Supreme Court in 2008.
Positions previously held that expired during the last five years
None
Abdelaziz TALBI
Abdelaziz Talbi is the former Director of the Public Enterprises and Privatization department of the Ministry of Economy and Finances. He had previously held various positions of responsibility within the Department, overseeing
the accounting and audit function, and following this, audit and accounting standardization, before being appointed Deputy Director of the department. In his previous career within the private sector, Mr. Talbi was Finance and Administrative Director of a company in Rabat and regional manager for an accountancy firm in Paris. In addition to
his duties as Director of the Public Enterprises and Privatization department, Abdelaziz Talbi is also Chairman of the permanent committee of the Accounting Council.
Mr. Talbi is a chartered accountant certified by the French State and holds a diploma in business and public administration from the University of Nancy.
Mr. Talbi, represents the Moroccan government on the Supervisory Boards of the Régie des Tabacs, Atlas Blue and
Credit Agricole du Maroc. He also serves on the Boards of Directors of Morocco’s flag carrier, Royal Air Maroc, Compagnie Marocaine de Navigation (COMANAV), Société Nationale de Radio et de Télévision (SNRT) and Société
Nationale d’Aménagement Communal (SONADAC).
Positions previously held that expired during the last five years None
Jean-René FOURTOU
Jean-René Fourtou was born on June 20, 1939, in Libourne and is a graduate of the École Polytechnique. In 1963, he joined Bossard & Michel as a consultant. In 1972, he became Chief Operating Officer of Bossard Consultants, then Chairman and Chief Executive Officer of Bossard Group in 1977. In 1986, Mr. Fourtou was appointed Chairman and Chief Executive Officer of Rhône-Poulenc Group. From December 1999 to May 2002, he served as Vice Chairman and Chief Operating Officer of Aventis. He is Honorary Chairman of the International Chamber of Commerce. Mr. Fourtou co-chairs the Franco-Moroccan economic stimulus group, created in September 2005, whose mandate is to improve economic relations between the two countries.
Mr. Fourtou is a member of the Supervisory Boards of Vivendi, Axa Millésimes and Axa Groupe. He is Chairman of the Supervisory Board of Canal+ Group, and sits on the Boards of Directors of NBC Universal, Cap Gemini, Sanofi Aventis and Nestlé.
Positions previously held that expired during the last five years
•
Vivendi, Chairman and Chief Executive Officer•
Axa, Vice Chairman of the Supervisory Board•
Axa Assurances IARD Mutuelle, Vice Chairman of the Board of Directors and Permanent Representative of Axa on the Board of Directors•
Finaxa, Permanent Representative of Axa Assurances IARD MutuelleJacques ESPINASSE
Jacques Espinasse holds an MBA from the University of Michigan. Since May 2007, he has entered semi-retirement and serves as a director of companies.
He sits on the Boards of Directors and serves as Chairman of the Audit Committee of Axa Belgium and Axa Holdings
Belgium (Brussels), he is member of Supervisory Board, Audit Committee and Compensation Committee of La Banque Postale Asset Management LBPAM (Paris). He is also a member of the Board of Directors and Member of
Audit Committee of Hammerson Plc (London), member of the Board of Directors and member of the Audit Committee, Appointments and Compensation Committee of SES (Luxembourg).
Jacques Espinasse has served in a variety of senior management positions in leading French companies, including
CEP Communication and Group Larousse Nathan, where he was appointed Executive Vice-President in 1984.
In
1985, he became Chief Financial Officer of the Havas group. He was appointed Senior Executive Vice-President of the Havas group when it was privatized in May 1987 and held this position until January 1994. In 1999, he was appointed Chief Executive Officer of satellite bouquet TPS, then Director and Managing Director as from 2001. Finally, he was appointed Chief Financial Officer of Vivendi Group in July 2002, then member of Management Board in April 2005.Vivendi, member of the Management Board
Gérard BREMOND
Gérard Brémond was born on September 22, 1937. He holds degrees in economics and business administration from Institut d’Administration des Entreprises. He began his career at the age of 24 in the family construction business which specialized in the development of residential, office and warehouse property.
Inspired by an interest in architecture and meeting Jean Vuarnet, the Olympic ski champion, Mr. Brémond designed and developed the Avoriaz ski resort. He went on to develop other alpine and coastal resorts, which led to the creation of the Pierre et Vacances Group. By successively acquiring Orion, Gran Dorado, Center Parcs and Maeva, the Pierre et Vacances Group become one of the leading tour operators in Europe. Mr. Brémond also founded two media companies (television and film production).
Mr. Brémond is Chairman and Chief Executive Officer of Pierre et Vacances Group and Société d’Investissement Touristique et Immobilier (SITI); Chairman of Pierre et Vacances Tourisme, Pierre et Vacances Conseil Immobilier, Pierre et Vacances Promotion Immobilière, Pierre et Vacances Développement, Newcity Aparthotels, Adagio Holding, Société d’Investissement Touristique et Immobilier (SITI); and sits on the Supervisory Board of Vivendi.
Mandats exercés échus au cours des cinq dernières années
•
SA Société d’Investissement Touristique et Immobilier – SITI dans les sociétés Peterhof, SERL, Lepeudry et Grimard, C.F.I.C.A.,SITI Participation et SITI Participation 2, Permanent Representative•
OG Communication dans les sociétés Marathon et Marathon International, Permanent Representative•
SAS Maeva, Chairman•
SA Orion Vacances, Chairman of the Board of Directors•
Med Pierre et Vacances SI (Spain), Director•
GB Développement SA dans la société Ciné B, Permanent Representative•
Holding Green BV (Netherlands), Director•
SA Pierre et Vacances Maeva Tourisme, Chairman•
Groupe Maeva SAS, DirectorPhilippe CAPRON
Philippe Capron was born on May 25, 1958, in Paris. He is a graduate of Ecole des Hautes Etudes Commerciales (HEC) and Institut d’Etudes Politiques – Paris (IEP). He was assistant to the Chairman and Secretary of the Board of Directors of Sacilor from 1979 to 1981. After graduating from Ecole Nationale d’Administration (ENA) in 1985, he worked for the French General Inspectorate of Finance.
Advisor to the Chairman and CEO of Duménil Leblé from 1989 to 1990, and Managing Director and member of the Management Board of Banque Duménil Leblé (Cérus Group) from 1990 to 1992, Mr. Capron then became a partner in the management consulting firm Bain and Company from 1992 to 1994.
Director of International Development and member of the Executive Committee of Euler Group from 1994 to 1997, Mr. Capron was Chairman and Chief Executive Officer of Euler-SFAC from 1998 to 2000.
In November 2000, he joined Usinor Group as Chief Financial Officer. Mr. Capron was member of the Executive Com-mittee until 2002, when he was appointed Executive Vice-President of the Arcelor Group responsible for the packag-ing steels division, and later for the distribution and international tradpackag-ing businesses. In early 2006 he became Chief Financial Officer and a member of the Management Committee of Arcelor.
Philippe Capron joined Vivendi in January 2007 as Chief Administrative Officer. He was appointed member of the Management Board and Chief Financial Officer in April 2007. He also holds several positions of responsibility in vari-ous Vivendi Group companies.
Positions previously held that expired during the last five years
•
Arcelor Packaging International, Chairman and Chief Executive Officer•
Solvi, Chairman and Chief Executive Officer•
Eco Emballage, Director•
Arcelor Treasury, Manager•
Sollac Ambalaj (Turkey), Chairman of the Board of Directors•
Arcelor International (Luxembourg), Chairman•
Arcelor Projects (Luxembourg), Chairman•
Achatpro, Chairman of the Supervisory BoardRégis TURRINI
Régis Turrini was born in March 1959. He has served as Senior Executive Vice-President of Strategy and Development for Vivendi since January 2008. He joined Vivendi in January 2003 as Executive Vice-President in charge of mergers and acquisitions. Mr. Turrini is an attorney admitted to the Paris bar. He is a graduate of the Institut d’Etudes Politiques de Paris and an alumnus of the Ecole Nationale d’Administration. Aged 49, Mr. Turrini began his career as a consultant in the French Administrative Court and the Administrative Court of Appeal. He went on to work as a corporate lawyer at the law firms Cleary Gottlieb Steen & Hamilton (1989-1992) and Jeantet & Associés (1992-1995). In 1995, Mr. Turrini joined Arjil & Associés Banque (Lagardère Group) as consultant then executive director. He
was later appointed managing director and, in 2000, managing partner. Mr. Turrini holds several positions of responsibility in various Vivendi Group companies.
Positions previously held that expired in the last five years
•
Vivendinet UK Limited (United Kingdom), Director•
Vivendi Net, Chairman and Chief Executive Officer•
Canalnumedia, Chairman and Chief Executive Officer•
UGC, Director•
Carré des Champs-Elysées, Director•
Scoot Europe NV (Belgium), Director•
SHN (New Caledonia), Director•
SAIGE, Permanent Representative of Vivendi on the Board of DirectorsResponsibilities and functions of the Supervisory Board
In accordance with the bylaws, and since the initial public offering of the Company, the Supervisory Board comprises a minimum of eight members and a maximum of 15 members. The Board elects a Chairman and Deputy Chairman from among its members, who are in charge of convening Board meetings and conducting its discussions. The Supervisory Board has the power to appoint and remove from office members of the Management Board by a simple majority and appoint the Chairman among them
In accordance with the bylaws, decisions of the Supervisory Board are taken either by simple majority or, by a qualified 75% majority of the members.
The Supervisory Board exercises permanent control over the conduct of the Company’s affairs by the Management Board. Further information on the composition of the Supervisory Board, the terms of office, the duties of members, and the deliberation process, is provided in section 3.1 “General information regarding the Company - Administration of the Company - Supervisory Board”.
In 2009, the Supervisory Board met three times to review the Company’s performance and its medium to long-term prospects, with an average attendance rate of close to 70%.
As regards the composition of the Supervisory Board, three members — Messrs. Salaheddine Mezouar, Taïeb Cherqaoui, and Abdelaziz Talbi — were appointed upon proposal of the Government of the Kingdom of Morocco and five members — Messrs. Jean Bernard Lévy, Jean-Rene Fourtou, Gérard Brémond, Philippe Capron and Régis Tur-rini — were appointed upon proposal of Vivendi. Jacques Espinasse who was appointed upon proposal of Vivendi, stood down from the Board following his retirement in 2007 while retaining his position as a member of Supervisory Board. Each member of the Supervisory Board must hold at least one share.
Rights and obligations of the members of the Supervisory Board
In accordance with Moroccan law, the Supervisory Board exercises permanent control over the management deci-sions of the Company’s Management Board. The Company’s bylaws may require the prior authorization of the Super-visory Board for certain transactions. Where a transaction requires the authorization of the SuperSuper-visory Board and such authorization is denied, the Management Board may submit the dispute to the general meeting of shareholders for the latter to decide
The disposal of real estate assets, the full or partial disposal of shareholdings and pledges of collateral, guarantees, security and warranties are subject to authorization by the Supervisory Board. The Board determines the amount for each transaction. Notwithstanding the foregoing, the Management Board may be authorized to grant, endorsements and guarantees to customs and excise and tax authorities, without any limit on the amount thereof. Whenever a trans-action exceeds the amount determined as mentioned above, the authorization of the Supervisory Board is required. The Management Board may delegate the powers vested in it by the above paragraphs. The absence of authorization is not valid vis-à-vis third parties, unless the Company proves that such parties knew about such absence or could not have been ignorant thereof. Throughout the year, the Supervisory Board performs the checks and controls it considers appropriate, and may request any documents it deems useful in the accomplishment of its role. Members of the Su-pervisory Board can access all information relating to the Company’s business affairs. At least once each quarter, the
2.2.1 Audit committee
Maroc Telecom’s Audit Committee is responsible for making recommendations and/or providing advice on accounting procedures for the financial administration of the group
.
Composition
The Audit Committee is comprised as follows
:
Biographies and other offices and duties exercised by members of the Audit
Committee
Noureddine BOUTAYEB
Noureddine Boutayeb was appointed Wali, General Secretary of the Ministry of the Interior, in February 2010. Prior to that, Mr. Boutayeb served as Wali, Director General of Local Authority Bodies in the Ministry of the Interior, Director of Rural Affairs in the Ministry of the Interior and Chief Operating Officer for Maghrébine d’Ingénierie (INGEMA SA). Prior to this, he held various engineering jobs in the Ministry of Infrastructure and in an engineering consultancy in Paris. Mr. Boutayeb is a graduate of the École Centrale (Paris). He also holds an MBA and an engineering degree from the École Nationale des Ponts et Chaussées, as well as a post graduate diploma (DEA) in Soil Mechanics.
Pierre TROTOT
Pierre Trotot is Senior Executive Vice-President, Finance and Administration of SFR. He previously, served as Acting Director, then Director of Financial Management at Compagnie Générale des Eaux, after having served as an acting director reporting to the Chairman of Compagnie de Navigation Mixte (1982-1988). Prior to this, Mr. Trotot was an acting director at Arthur Andersen Audit (1978-1982).
Mr. Trotot is a graduate of Hautes Etudes Commerciales (HEC).
Name (age) Current office
Date of appointment
Principal post or occupation
Philippe CAPRON (51)
Chairman 2007 Chief Financial Officer of Vivendi
Member of the Management Board of Vivendi Jacques ESPINASSE
(66)
Member 2003 Director of companies
Noureddine BOUTAYEB
(52) Member 2003 Wali, Director of Rural Affairs in the Inte-rior Ministry Abdelaziz TALBI
(60)
Member 2004 Former Director of Public Enterprises and Privatization at the Ministry of
Economy and Finance Chairman of the standing committee of
theNational Accounting Council Monkid MESTASSI
(57) Member 2007 Secretary general of the Ministry of Eco-nomic and General Affairs Pierre TROTOT
(55)
Member 2003 Senior Executive Vice-President, Finance and Administration of SFR Sandrine Dufour
(42)
Member 2008 Deputy Chief Financial Officer of Vivendi Chairman of Vivendi Mobile Entertainment
(VME)
2.2
CORPORATE GOVERNANCE
Monkid MESTASSI
Monkid Mestassi has been General Secretary to the Minister Delegate attached to the Prime Minister in charge of Economic and General Affairs since September 2003. Prior to this, he held positions as a deputy administrator of the bilateral economic cooperation department of the Ministry of Foreign Affairs, assistant to the Governor of the Moroc-can Central Bank, Bank Al-Maghreb, head of department in the MorocMoroc-can trade and export board, and as an advisor attached to the Prime Minister.
In 1987, Mr. Mestassi was appointed advisor to the Prime Minister with responsibility for economic cooperation with USAID and for coordinating relations with the World Bank Group. As from 2000, he was also appointed to coordinate efforts to promote accountability in public life and to curb corruption and was named a special advisor attached to the Prime Minister, with responsibility for public administration reform.
Monkid Mestassi is a state certified statistician economist and holds a masters degree in economic sciences
.
Sandrine DUFOUR
Sandrine Dufour is Deputy Chief Financial Officer of Vivendi, with responsibility for financial consolidation, financial reporting, planning, budget and management control. Ms. Dufour is also chairman of Vivendi Mobile Entertainment (VME). In her previous career, she served successively as advisor to the Chief Financial Officer of Vivendi, the Chief Financial Officer of VU Net, and then head of the Internal Audit and Special Projects department of Vivendi, based in New York. Prior to joining Vivendi in 1999, Sandrine Dufour was a financial analyst with BNP (1990-1993), and then with the brokerage firm CAI Cheuvreux (1993-1999), where she was in charge of the telecommunications sector. Sandrine Dufour is a graduate of ESSEC and holds the CFA designation.
Functions of the Audit Committee
The Audit Committee was established by the Supervisory Board in 2003, in line with efforts to enhance accountability to shareholders by adopting international standards for the corporate governance and internal control of Maroc Telecom.
The Audit Committee comprises a Chairman and six permanent members, with three representatives of the Government of the Kingdom of Morocco and four representatives (including the Chairman) of Vivendi. The Audit Committee was convened for the first time in May 2004, and held three meetings in 2009 . Its role is to make recommendations and proposals to the Supervisory Board on matters such as:
•
the individual financial statements and consolidated financial statements, before their submission to the Supervisory Board;•
the consistency, efficiency and effectiveness of the Company’s internal audit process;•
supervision of the audit programs of internal and external auditors and the examination of their audit findings;•
accounting principles and methods, and the consolidation scope;•
the Company’s off-balance sheet risks and commitments;•
supervision of the Company’s insurance policy;•
The procedures for the selection of the statutory auditors, formulating an opinion on the fees requested for the performance of their audit duties, and monitoring compliance with the rules guaranteeing auditor independence; and•
Issues that the committee determines to pose a risk for the Company or that could result in a decrease in audit quality.Internal Control
The internal control procedures established within the Maroc Telecom group have the following objectives:
•
ensure that the management actions and the conduct of affairs, as well as employees’ behavior, comply with guidelines set by the decision-making and supervisory bodies governing the Company’s business operations and with applicable law and regulations; and•
ascertain that the accounting, financial and management information provided to the Company’s decision-making and supervisory bodies provides a true and fair reflection of the Company’s operations and financial position.The objectives of the internal control process are to mitigate and control risks arising both from the company’s business affairs and from error and fraud, particularly in the areas of finance and accounting. As is the case for all audit systems, however, they cannot provide an absolute guarantee that these risks will be completely eliminated.
Internal Audit and Inspection
Internal Audit
The Internal Audit department of Maroc Telecom is an independent function that has direct access to the Audit Committee. Its functions are governed by a charter approved by the Audit Committee.
The Internal Audit department’s role is to provide the Company with an assurance concerning the degree of risk control within its operations and to monitor the quality of internal control at each level of the Company’s organization. The Internal Audit department assists Management in achieving its objectives by assessing its risk management, control and corporate governance procedures.
The efficacy of the internal audit process is assessed by the Internal Audit department, according to an annual audit plan approved by the Audit Committee. Summaries of the comments and recommendations formulated by the Internal Audit department are provided to the Audit Committee so that the latter can monitor its progress and guarantee its implementation.
The audit plan is defined according to an analysis of company risks, which covers both financial risks, information systems risks, and risks particular to the operational units of the Company.
For the purpose of meeting this twofold objective, the Internal Audit department comprises two segments which have the following complementary missions:
•
financial audit (nine auditors at December 31, 2009) attached to the General Control Department (office of Chairman) for matters having a dual accounting and financial impact; and•
operational audit (18 auditors at December 31, 2009) attached to the General Control department (office of the Chairman) which works in operating units (retail branches, technical centers, stores and Regional headquarters, etc.). Audit work consists of inspecting procedures for the management of resources, networks and customer services.The annual audit plan comprises a program of engagements, the implementation of which is entrusted to the Internal Audit department. The missions have the following main objectives:
•
verify the existence and adequacy of controls in the areas of finance, data processing and operations, to ensure that the main risks are identified and suitably covered;•
review the integrity of the financial information, including the controls relating to security of communicating, re-cording and back-up of information;•
review the operational units and systems for ensuring adequacy in respect of policies, procedures and legal and regulatory requirements;•
review the means of safeguarding assets and advising management as to the efficiency and effectiveness of the utilization of resources; and•
ensure that recommendations have been carried out as recommended in improvement action plans.Finally, the Internal Audit department communicates and coordinates with the Company’s external auditors, to maximize the effectiveness of the audit’s coverage scope.
Internal audits performed in 2009 involved the main items of balance sheet and the consolidated income statement, i.e. revenues, fixed assets, inventories and cash flow.
Inspection
Alongside the Internal Audit department, the Inspection department (15 inspectors at December 31, 2009) is responsible for assessing and approving the Company’s internal control system. The department reports to the General Control Department (office of the chairman) and to the Audit Committee.
At the request of the aforementioned bodies or on its own initiative, the Inspection department conducts periodic audits, spot checks and specific reviews, for the following purposes:
•
protecting the assets, property, resources and means used;•
verifying that management procedures, instructions, policies and rules are observed;•
ensuring the quality, adequacy and reliability of data and optimization of the allocation of resources; and•
demonstrating and determining any possible liabilities in the event that the Company becomes aware of deficiencies, irregularities or fraud.The Inspection department may assist the Internal Audit department in the implementation of specific assignments, to determine a program of review and analysis, and to provide proposals on the functioning of the Company.
Sarbanes-Oxley
In 2006, Vivendi terminated the deposit agreement with Bank of New York relating to its American Depositary Receipts (ADR) as well as its obligations under the Securities Exchange Act of 1934.
As required by Vivendi, which was, at the time, listed on the New York Stock exchange, Maroc Telecom, as a subsidiary of the group, initiated work in 2003 to prepare for compliance with Sarbanes-Oxley Act, by assessing the quality of processes that might affect the reliability of its financial information.
Although Vivendi is now no longer bound by regulatory obligations to the US market authorities, Maroc Telecom remains committed to maintaining the highest standards of corporate governance and financial disclosure
.
2.2.2 Code of Ethics
Maroc Telecom has established a Code of Ethics which sets out to maintain high levels of fairness, transparency and market integrity, and to ensure the primacy of customer interests.
This Code is not intended to replace existing rules, but outlines the ethical principles and rules that are generally applicable and emphasizes the need to comply with them scrupulously.
It aims to make each member of the Company accountable, setting out the principal rules governing the confidentiality of privileged information, in order to increase awareness of best practices among company employees, and to assist them in adjusting their professional behavior to those best practices.
This Code of Ethics includes rules for dealing with real or apparent conflicts of interest in order to avoid situations such as insider trading or the suspicion of such
.
Employees may also consult the chief compliance officer, who is in charge of ensuring compliance with law and the rules of the Code of Ethics.
2.3.1 Compensation paid to members of the Management and Supervisory
Boards
The Supervisory Board determines, in conjunction with its appointment decisions, the form and amount of compensation paid to members of the Management Board. This information is then included in the employment
con-tract of the respective member. A compensation committee comprised of the Chairman and Deputy Chairman of the Supervisory Board meets each year to examine the overall compensation of the members of the Management Board, including any variable portion, and submits its proposal to the Supervisory Board.
Total gross compensation paid by the Company, its subsidiaries, and all controlling companies to members of the Management Board for their duties in Maroc Telecom Group for fiscal year 2009 came to approximately MAD36 million, of which 33% represented variable compensation and MAD3.3 million represented non-recurring com-pensation components. Variable comcom-pensation for 2009 was calculated by the members of the Management Board in accordance with the following criteria: (a) financial targets of Vivendi Group and/or Maroc Telecom, and (b) business segment priority actions.
The following table summarizes the compensation paid in the past three fiscal years:
Some companies in Vivendi Group contribute part of these amounts to certain members of the Management Board. In addition, certain members of the Management Board are eligible to participate in Vivendi’s stock option plans. Based on compensation for 2009, the minimum amount to be paid by the Company in the event of termination of employment contracts of members of the Management Board, except in case of willful misconduct or gross negligence, would amount to approximately MAD40 million. Furthermore, the Company bears the cost of representation and travel costs incurred by members of the Management Board in the course of their duties.
Members of the Management Board do not receive benefits in kind or special complementary pension plans implemented for the company officers.
The General Meeting of April 23, 2009, decided to allocate the total amount of two million four hundred thousand dirhams (MAD2,400,000) in attendance fees to members of the Supervisory Board and Audit Committee. This decision remains valid until a new decision is taken by the General Meeting. The procedures and conditions for dividing the fees shall be set by the Supervisory Board.
At the Supervisory Board meeting of July 28, 2009, members of the Board decided, as in the previous year, to waive payment of the attendance fees due in respect of fiscal year 2008, and opted for those fees to be awarded by Maroc Telecom to the Maroc Telecom Association for Entrepreneurship, which distributes these sums in the form of bursaries for disadvantaged students attending universities in Morocco. This waiver also concerns the members of the Audit Committee, representatives of Vivendi Group, as well a Jacques Espinasse. This decision is valid until a new decision is taken by the Supervisory Board.
2.3.2 Ownership of Company shares by members of the decision-making and
Supervisory bodies
As of December 31, 2009, the members of the Supervisory Board and the Management Board held respectively, directly or indirectly, 155,980 Maroc Telecom shares.
2.3.3 Conflicts of interests and other relevant considerations
Over the past five years, no member of Maroc Telecom’s Management Board or Supervisory Board has been con-victed of fraud; no member of the Management Board or the Supervisory Board has been associated with a bank-ruptcy, receivership or liquidation; and no official public incrimination and/or sanction has been issued against these persons by statutory or regulatory authorities or by professional organizations. Similarly, no corporate officer of Maroc Telecom has been prevented by a court from acting as member of an executive, management or supervisory body of a public company, or from participating in the management or the business of a public company.
In millions of Moroccan dirhams 2007 2008 2009
Gross compensation 23 29 36
o/w variable compensation 28% 39% 33%
Minimum compensation in the event of termination of contract 28 38 40
