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org

Due Diligence and Feasibility Assessment

Institut Marocain des Administrateurs (IMA)
December 2010

Executive Summary
The Forum is looking to identify a suitable institution to partner with for the purposes of building
a regional Corporate Governance Centre for Francophone Africa. A due diligence assessment was
undertaken by the Forum and this summarizes the key findings. A full report in French is
available.

Integrity
Morocco initiated corporate governance reform in 2008 with the creation of the Commission
Nationale Gouvernance d’Entreprise (National Corporate Governance Commission or ‘the
Commission’). The Commission, through the involvement of key stakeholders, developed the
Code Marocain des bonnes pratiques de Gouvernance d’entreprise (Moroccan Code of
Corporate Governance or ‘the Code’, herewith annexed).

The Institut Marocain des Administrateurs (IMA) was founded on June 3rd 2009 following the
development of the Code in order to raise awareness on the importance of corporate governance,
and increase compliance with the Code.

Its founding members include key institutions such as the Casablanca Stock Exchange and the
Ministry for Economic Affairs. IMA has 17 directors sitting on its board, representing key
stakeholders and ensuring IMA’s credibility. They include: the large companies, professional
associations, the Casablanca Stock Exchange, chambers of commerce and the Ministry for
Economic Affairs (see list of directors/composition du conseil d’administration herewith
annexed). IMA has earned a reputation for integrity and professionalism reinforced by key
partnerships with several reputable external stakeholders:
(a) Partnership with Caisse des Dépôts et de Gestion (CAS): IMA benefits from important
financial and logistical support. This includes office space, communications costs and
resources, support of a full-time administrative staff.
(b) Partnership with Institut Français de Administrateurs (IFA): IMA delivered its first
director’s training workshops in partnership with IFA, the French Institute of Directors
and benefited from the expertise of IFA’s trainers who co-facilitated the workshops.
(c) Partnership with the Collège des Administrateurs de Sociétés du Québec (CAS): IMA
intends to develop its director’s certification program drawing from resources of the
CAS, a Canadian-Quebecois director training organization.
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Demonstrated value
IMA is a relatively new institute (2009) but has started delivering directors’ training. In 2010,
IMA started its training functions with two 6-day training programs for directors, each attended
by 20 participants. The workshops were delivered in partnership with IFA and HEC, the French
highly ranked business school. High satisfaction levels were recorded. However, it is important
for IMA to build its own faculty of trainers and devise a curriculum adapted to the Morocco. In
this context, the Forum will be providing valuable assistance by leveraging its Corporate
Governance Board Leadership Training Resources Kit (‘Toolkit 3’) and using its Training of
Trainers (TOT) program.

The Corporate Governance ROSC update of 2009/10 highlighted the progress made by Morocco,
since the last 2003 ROSC, in terms of awareness and the fact that IMA was called upon to play an
important role in terms of offering director training. The ROSC did also highlight that further
progress was required and one of its recommendations was that IMA should benefit from more
support.

Commitment
IMA’s mission, as set out in its Statuts (memorandum and articles of association, herewith
annexed) is to advance and engineer:
“a common thinking amongst directors and the sharing of experiences in order to
promote the best corporate governance practices.”

IMA has demonstrated commitment in acting as an advocate for corporate governance in

Morocco and the region by organizing or co-organizing: training for directors, awareness raising
events, TOT workshops.

IMA’s action plan for 2010-2013 (herewith annexed) demonstrates commitment to continue on
its mission through definite categories of activities to:
(a) Strengthen the institutional capacity of IMA: strengthening IMA’s executive body,
setting up a state-of-art website, setting up a Commission for Admission and training,
advocating diversity on boards.
(b) Offer a directors’ certification program. 
(c) Intensify corporate governance awareness: media workshops, regional workshops,
partnerships, conferences (including Women in Governance scheduled for 2011).
(d) Develop corporate governance awareness in Francophone North Africa and West Africa:
participation in conferences in the region, formalizing partnerships and cooperation with
other institutes.
IMA benefits, until 2013 from subventions from its founding members to allow it to implement
its action plan. However, IMA will have to work towards a successful business model to ensure
its financial sustainability.
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Synergies with existing projects

The Forum has worked actively in Morocco since 2008. The Forum participated heavily in the
works of the National Commission in developing the Code. The Forum has successfully
cooperated with IMA since its creation in 2009 and has observed it grow from a start-up level to
an institution which has started delivering directors’ training and is building up its capacity. The
Forum provided technical assistance to IMA in terms of building the organization of the
institution, producing an action plan and giving IMA the opportunity to create networks with
other institutes such as IFA and ISA (the Senegalese IOD).

Strategic location & Overall Regional Balance

Morocco is strategically located geographically and economically between North Africa and
West Africa, with Moroccan businesses investing both in other Northern African countries and in
West Africa. Cultural links are strong and the countries share the same Francophone heritage and
a similar French-based civil law system.

Morocco has made strong economic progress since 2001 with growth rates averaging 5 percent
and is now the most economically advanced country in Francophone North Africa. Within
Francophone Africa, Morocco is leading in terms of implementing corporate governance best
practices. Other countries, and in particular, Algeria, Senegal and Tunisia, have launched
corporate governance initiatives through corporate governance codes and institutes of directors.
However, these institutes are at an earlier phase of development.
IMA can thus, with its current lessons learnt and recently acquired expertise become instrumental
in fostering cooperation between Francophone countries of the region. In particular, given IMA’s
existing action plan it could, with the Forum’s assistance:
(a) Use the curriculum for director’s training currently in development to incubate and
disseminate a similar curriculum in the region.

(b) Implement corporate governance in public interest enterprises such as state owned
enterprises, listed companies, banking and financial institutions.

(c) Advance corporate governance in family owned companies.

First steps towards cooperation have already been initiated through IMA’s hosting of a TOT
workshop, based on the Forum’s Corporate Governance Board Leadership Training Resources, in
November 2010 where trainers-to-be from Algeria and Senegal were invited.

IFC leverage
While no specific project has yet been undertaken by IFC with IMA, the MENA Corporate
Governance Forum intends to work together with the Forum on building the capacity of IMA but
also of helping implement corporate governance reform in Morocco. For these purposes, IFC
representatives met with IMA. In addition IFC representative co-facilitated the TOT workshop
organized by IMA and the Forum in November 2010.
2121 Pennsylvania Avenue, NW Washington DC 20433 USA • Tel: 1- 202-458-8097 Fax: 1-202-522-7588 • www.gcgf.org

Maturity level
IMA is a Maturity Level 2 institute. It is duly registered as a non-profit organization under the
laws of the Kingdom of Morocco (Memorandum and Articles of Association or Statuts are
herewith annexed). The Board of Directors is fully constituted, of eminent members (list of
directors herewith annexed), and IMA benefits from an active President, Vice-President and
Secretary (Secrétaire-général) (CVs herewith annexed). It is currently in the capacity building
phase as it is has undertaken trainers of trainers programs, conducts director training and is
developing a director’s certification curriculum. In addition, it has a secretariat and full-time
administrative staff.

Annexes

French Title English Title

Code Marocain de Bonnes Pratiques de Moroccan Corporate Governance Code
Gouvernance d’Entreprise
Statuts de l’IMA Memorandum and Articles of Association of IMA
Composition du Conseil d’administration List of Board Directors
Organigramme de l’IMA Organizational Chart of IMA
CV Rachid BELKAHIA CV Rachid BELKAHIA
CV M’Hammed GRINE CV M’Hammed GRINE
CV Abdellatif EL QUORTOBI CV Abdellatif EL QUORTOBI
CV Samir EL MACHRAFI CV Samir EL MACHRAFI
Projet de Règlement intérieur de l’IMA Rules/charter – IMA (draft)
Liste des membres fondateurs List of founding members of IMA
Additional report d’avril 2010 Supplementary report dated April 2010
MOU (projet) MOU (draft)
Plan d’action 2010-2013 (projet) Action plan 2010-2013 (draft)
Modules de formation 2010 de l’IMA IMA’s training modules - 2010
Budget 2010-2013 (projet) Budget 2010-2013 (draft)