The CDG, by the nature of its original missions and the role assigned by its founding texts, has made good governance one of the foundations of its organization and its mode of operation. The system put in place is intended to evolve and is reinforced with the development of the activities of the CDG Group. Its continuous improvement is a necessity to better clarify the decision-making process and strengthen the internal control and risk management mechanism.
Founding Texts
The rules of governance of the “Caisse de Dépôt et de Gestion” were set by decree n ° 1-59-074 of February 10, 1959, establishing the general organization of the Institution and defining its central role in the reception, conservation, and management of resources which, by their nature or origin, require special protection, but also in the management of managed organizations.
Governance bodies
A strong governance
Aware of the essential role of the implementation of good governance practices, CDG pays particular attention to its governance and makes it one of the important aspects of “value creation”.
The creation decree “Dahir” of CDG set up a Supervisory Commission, as the governance body of the Fund, responsible for monitoring its operations and issuing opinions on all its orientations and activities.
There sit within this Commission two members of the Supreme Court appointed by the Minister of Justice, the Minister of National Economy or his representative, the Minister of Finance or his representative and the Governor of the Bank of Morocco or his representative.
CDG has adopted a Group governance charter formalizing the governance system and its operating rules. The charter has in fact established new central and cross-functional bodies with the aim of strengthening the Group's strategic and operational management capacities, coordination, control, and risk management. Like the:
Bodies emanating from the Supervisory Commission
- Audit and Risks Committee (ARC): assists the Supervisory Commission through in-depth analysis of files relating to internal and external audit, risk management, financial and accounting information and any other subject submitted by the Supervisory Commission.
This committee is made up of two members of the supervisory committee and an external person named intuitae personae. It meets 4 times a yea - Investment and Strategy Committee (ISC): studies decisions involving a significant financial commitment or withdrawal from the Group. This committee is made up of the CEO of CDG and two representatives of the Supervisory Commission. It meets at least two (2) times a year and as many times as necessary.
Central and transversal bodies of management
- Group Executive Committee (ComEx): responsible for short-term operational decisions. It is made up of the Managing Director, the Secretary General, the Managing Director of CDG Capital, the Branch Directors and the Directors of CDG Prévoyance, the Finance Department and the Strategy and Development Department of CDG.
- Group Strategy Committee (GSC): responsible for decisions having a significant impact on the Group's macro-balances and for which the horizon is medium and long term. It is made up of the members of the COMEX, in addition to the Director of the Finance Division and the Director of the Risk Management Division.
- Group Internal Control Coordination Committee (GICC): Its main mission is to assess all questions relating to the consistency and effectiveness of internal control within the scope of the Group, both between the structures of the Group and between control channels themselves. It meets at least once per trimester
Social bodies
These are particularly the administrative bodies of branches, subsidiaries, and controlled holdings. These bodies are required to ensure that their strategies comply with the expectations of their shareholder (s).
In line with the founding principles of the Group's governance charter, each administrative body sets the types of decisions falling within its competence and delimits the responsibility of its managers.
The administrative bodies are responsible for implementing the Group's governance standards.
Management tools
Management tools at the best standards
In addition to governance tools, CDG has also developed management tools:
- The Program Management Office (PMO): a tool and a set of processes allowing the monitoring of the Group's strategic projects in terms of deadlines, completion rate and success and inducing the necessary decisions and actions relating to these projects
- The strategic management tool: structured around regular reports from the main subsidiaries and businesses of the CDG Group
- The establishment of regular activity reviews, “Business Reviews” (“BR”) and strategic reviews, “Strategic Reviews” (“SR”): high-level managerial meetings whose objective is to strengthen Group management cycles
- The creation of group sectors: Risk, Audit, Management Control and Compliance. Allows to strengthen the deployment of its management architecture by operationalizing its performance management and internal control system
Continuous reinforcement
CDG is part of a continuous process of strengthening the governance framework with the ambition to equip itself with a solid management system, adapted and supporting the expansion and development of its activities as well as the evolution of its organizational mechanisms.
Compliance
The Compliance Function is the structure responsible for monitoring the risk of non-compliance, defined as the risk of exposure to a risk of financial loss or sanctions due to non-compliance with legal and regulatory provisions, applicable standards, and practices to its activities or codes of conduct.
The Compliance function occupies a preponderant place in the internal control system of CDG, it ensures that the “Caisse” permanently complies with the regulations in force, as well as the ethical and professional rules adopted by the Group.
The Group Compliance Department is organized around teams dedicated to regulatory compliance, financial security, ethics, and the protection of personal data.
Our compliance principles
The Group's compliance policy sets out the compliance principles to be observed by all the Group's structures. These principles are as follows:
- Offer products and services, carry out transactions and work with users of public services, customers, partners, or service providers in compliance with the laws and regulations in force, as well as in compliance with the ethical and professional rules put in place. placed by the CDG Group or by professional bodies
- Comply with the requirements arising from the duty of vigilance towards customers and partners in accordance with the legal rules in force and international standards in the fight against money laundering and the financing of terrorism
- Protect the personal data of customers, employees, and partners
- Fight against fraud and corruption
- Prevent and manage conflicts of interest and ensure the primacy of client interests
- Take all necessary measures to preserve confidential information
- Respect the legal rules governing the right of access to information
- Protects the assets of the CDG group
- Control the risks of serious harm to the environment resulting from the activities carried out as defined by the regulations in force
- Develop a culture of compliance among employees and ensure that they exercise the right to alert
Our compliance systems
Financial security
In application of the regulations governing the fight against money laundering in Morocco, CDG has implemented a policy against money laundering and the financing of terrorism (AML / CFT), the scope of which includes all subsidiaries of the group.
The principles established by the policy are:
- Compliance with the laws, regulations, and standards in force governing AML / CFT in Morocco
- Establishment of the rules for accepting the business relationship and the beneficial owners
- Definition of management measures and rules in terms of identification and knowledge of the business relationship and the beneficial owners (KYC)
- Monitoring and follow-up of customer transactions, especially those presenting a significant degree of risk
- Observation of the rules for filtering customers, ordering parties and beneficial owners of transactions against the lists of international bodies (UN, OFAC, European Union and any other authority recognized by the FATF)
- Internal organization of vigilance and internal monitoring systems (establishment of a dedicated AML / CFT structure, information systems, information centralization process, etc.)
- Retention and updating of information and documentation relating to customers and their operations
- Staff awareness and training in techniques for detecting and preventing operations of an unusual or suspicious nature
- Reporting of suspicious transactions to the Financial Intelligence Processing Unit (UTRF)
- Cooperation with regulatory and supervisory authorities (Bank Al-Maghrib, UTRF and judicial authorities)
- Failure to establish business relationships with correspondents and organizations operating in countries that do not have anti-money laundering legislation according to the FATF classification or with Shell-Banks and non-existent banks
- Non-opening of anonymous accounts or under fictitious names, in accordance with the aforementioned legal and regulatory provisions and the rules of knowing your customers
- Failure to establish account relationships with clients whose official identity has not been established, or who refuse to provide the required official documents
- Special due diligence in relation to transactions relating to the financing of terrorism
Protection of personal data
The CDG Group ensures respect for private life and is committed to ensuring the protection and confidentiality of personal information disclosed during the exercise of its activities. Law 09-08 of February 18, 2009 established obligations relating to the protection of individuals regarding the processing of personal data.
Since 2017, CDG has strengthened its personal data protection system through the notification of all identified processing operations to the National Commission for the Control of
protection of Personal Data (CPPD), with support for the provisions of the aforementioned law, in particular on the dimensions of security and use of personal data as well as the implementation of the enhanced rights of the persons concerned.
Right of access to information (RAI)
Law 31-13 relating to the right of access to information constitutes an effective and concrete translation of the provisions of article 27 of the Constitution of Morocco which provides that “citizens have the right of access to information held by the public administration, elected bodies and bodies with a public service mission”.
To this end, CDG has also set up a guide, available to the public, detailing the information proactively published by CDG, exceptions to the right of access to information, as well as the procedures for processing requests. applicants and the remedies available to them.
The Group Compliance Department is responsible for this system, by designating a person responsible for the right of access to information.
Download the Guide to the Right of Access to Information
Download the Right of Access to Information Request Form
Code of ethics and professional conduct
The purpose of the Code of Ethics and Professional Conduct is to promote common ethical values and to preserve and strengthen the relationship of trust of stakeholders towards our Group by defining rules of conduct in terms of responsibility, confidentiality, conflict of interest and professional ethics for all CDG Group Employees.
The Code is not intended to replace the laws and regulations in force or to list exhaustively and in detail all the rules of behavior expected of the Employee. It is above all intended to group together the obligations and duties that CDG Group Employees must comply with and to present the mechanisms for their application.
The Code provides for the following duties and obligations for Employees:
- Act with loyalty, honesty, integrity, and impartiality
- Respect others, promote team spirit and professionalism
- Respect the principle of confidentiality and professional secrecy
- Comply with laws and regulations
- Avoid conflicts of interest
- Protect the assets of the CDG Group
- Declare a gift or advantage received
- Use social networks appropriately
- Union and political activities
- To respect the environment
Conflicts of interest
The CDG Group has a mission of general interest as a particular protector of savings and pension funds, a major player in the financing of the economy and a benchmark operator in the territorial and sustainable development of the country.
These long-term commitments prompt the CDG Group to pay particular attention to measures to identify and prevent conflict situations.
These conflict-of-interest situations can arise from the divergence of interests.
A policy has been put in place in order to be able to cover all situations of conflicts of interest, potential or real, resulting from professional activities carried out by a natural or legal person, directly or indirectly linked to the CDG Group.
Fraud and corruption
The CDG Group has a mission of general interest as a particular protector of savings and pension funds, a major player in the financing of the economy and a benchmark operator in the territorial and sustainable development of the country.
These long-term commitments prompt the CDG Group to pay particular attention to measures to identify and prevent situations of fraud and corruption.
The CDG has established a policy to fight against fraud and corruption of the CDG Group which aims to describe the system to be put in place by the structures reporting to the CDG Group in order to:
- Identify potential situations of fraud and corruption
- To put in place the system to detect and monitor these situations
- To implement preventive actions and effectively manage fraud and corruption situations that have arisen.