Attijariwafa bank has established a highly effective governance framework

to structure the workings of its Board of Directors.

Compensation and Benefits

This framework is based on a Group Governance Charter,

which sets out the guiding principles, rules, procedures

and processes used to identify and determine the activities

of the bank and its subsidiaries.

The management of the Board of Directors relies on a

well-structured set of internal rules. This regulations define

the Board's remit, the organisation of its proceedings and

the running of its meetings. There is also a Directors' Charter

outlining the rights and duties of Board members, stressing

the fundamental need to respect confidentiality, manage

inherent conflict of interest and handle transactions involving

the Group's shares.

The compensation of the members of the Attijariwafa bank

Board of Directors was set at MAD 5.7 million for the 2023

financial year by the Ordinary General Meeting of Shareholders.

The gross annual remuneration of top management

amounted to MAD 147.5 million, while the loans granted to

them reached MAD 112.7 million by the end of 2023.

Consistent with best practice in corporate governance, the

Board of Directors has set up 5 dedicated committees.

Their role is to analyse specific issues and submit

recommendations to the Board of Directors. They are

governed by charters or internal regulations that lay down

their mandate, membership, scope of action and modus

operandi.

As at 31

st

December 2023, the Group Board of Directors is

composed of 12 members, including 4 Independent Directors,

each of whom is appointed for a 6 year mandate. Led by

Mr Mohamed El Kettani, Chairman and Chief Executive

Officer of the Group since 2007, the Board is tasked with

managing the bank's strategy and overseeing the running

of its activities, in line with the governance values laid down

by the Group.

The Board of Directors convened at 6 meetings in 2023,

with an attendance rate of 89%.

A governance

providing the means to fulfil the Group’s aspirations

Governance