Corporate Governance Management and Coordination Committee

CORPORATE GOVERNANCE MANAGEMENT AND COORDINATION COMMITTEE Youssef ROUISSI Deputy Managing Director Group Corporate and Investment Banking Boubker JAI Deputy Chief Executive Officer Corporate and Investment Banking, Wafaâ GUESSOUS Capital Markets and Financial Deputy Managing Director Subsidiaries Division Group Logistics and Purchasing and Secretary to the Board Mohamed EL KETTANI Chairman & Chief Executive Officer Mouawia ESSEKELLI Deputy Managing Director Group Transactional Banking Omar BOUNJOU Deputy Chief Executive Officer Retail Banking Hassan BERTAL Division Deputy Managing Director Transformation Division Ismail DOUIRI Deputy Chief Executive Officer Finance, Technology and Operations Division Jamal AHIZOUNE Deputy Managing Director International Retail Banking Talal EL BELLAJ Deputy Chief Executive Officer Group Global Risk Hassan BEDRAOUI Management Managing Director Attijariwafa bank Europe Attijariwafa bank 2017 Saloua BENMEHREZ Executive Director Group Communications Malika EL YOUNSI Karim IDRISSI KAITOUNI Executive Director Group Legal Advisory Executive Director Corporate Banking Soumaya LRHEZZIOUI Executive Director Younes BELABED Group Information Systems Executive Director Group General Audit Mohamed SOUSSI Executive Director Group Human Capital Omar GHOMARI Deputy Managing Director Badr ALIOUA Specialised Finance Executive Director Companies Private Banking Said SEBTI Deputy Managing Director Rachid EL BOUZIDI North-East Region Executive Director Support and Resources Ismail EL FILALI Executive Director Group Services and Processing Saâd BENJELLOUN TOUIMI Deputy Managing Director Greater Casablanca Region Rachid KETTANI Executive Director Group Finance Fouad MAGHOUS Executive Director Mohamed BOUBRIK South Region Executive Director South-West Region Saâd BENWAHOUD Deputy Managing Director North-West Region Driss MAGHRAOUI Executive Director, Personal & Professional Banking CORPORATE GOVERNANCE As part of its corporate governance system, Attijariwafa bank has adopted a set of rules ensuring that its Board of Directors functions properly. Internal rules define the Board of Directors’ responsibilities and the way in which Board meetings are organised and run. A Director’s Charter specifies the rights and duties incumbent upon directors, particularly with regard to confidentiality, conflicts of interest and trading in Attijariwafa bank’s shares. Comprising ten elected members appointed for a six-year period, the Board of Directors met on six occasions in 2017 with an attendance rate of 75%. In accordance with good governance rules, Attijariwafa bank initiated a training program for Board members with 4 seminars organised in 2017. The corporate governance system adheres to general principles of corporate governance. It comprises five specialised committees reporting directly to the Board of Directors : Number of meetings Number Advisory Committees Function and attendance rate (%) of members in 2017 Responsible for steering and monitoring the Group, it appraises, prior approval by the Board of Directors, the important decisions pertaining Strategy Committee to the Group’s strategic development as well 4 members 7 meetings (96%) as the strategic guidelines adopted for the Group’s main subsidiaries. Analyses the Group’s accounts, reviews the work of the statutory auditors, ensures effective risk control and internal and external audit Audit and Accounts 3 permanent services, ensures the ongoing independence 10 meetings (100%) Committee members of the internal audit function and appraises policy for controlling risk and monitoring commitments. Makes proposals to the Board relating to the Appointments and appointment and remuneration of the Group’s 4 members 2 meetings (100%) Remuneration Committee managers. Rules on the Group’s overall risk policy and 3 permanent Major Risks Committee 7 meetings (100%) validates its major commitments. members Senior Purchasing 4 permanent Approves the Group’s major purchases. 2 meetings (100%) Committee members Attijariwafa bank 2017 MEMBERS in 2017 Specialised committees Audit and Appointments Senior Director Term of office Board of accounts and Strategy Major risks purchasing ends (*) directors committee remuneration committee committee committee committee Mr Mohamed EL KETTANI Current term : C M C C C Chairman & CEO 2014 - 2020 Mr Antonio ESCAMEZ TORRES Current term : VC Vice-Chairman 2012 - 2018 Mr Mounir EL MAJIDI Current term : M P Director, representing SIGER 2015 - 2021 Mr Hassan OURIAGLI Current term : Director, representing M M M M 2017 - 2023 AL MADA Mr Abdelmjid TAZLAOUI Current term : M M M M Director 2017 - 2023 Mr Aymane TAUD Current term : M M Director 2016 - 2022 Mr Abed YACOUBI SOUSSANE Current term : M C Director 2017 - 2023 Mr José REIG Current term : M M M M M M Director 2012 - 2018 Mr Aldo OLCESE SANTONJA Current term : M Independent Director 2014 - 2020 Mr Manuel VARELA Current term : Director, representing M 2014 - 2020 Santander (*) For all the above terms of office, the year relates to that in which the Annual General Meeting is convened to rule on the previous year’s financial statements. M : Member C: Chairman VC: Vice-Chairman The General Management Committee is responsible for the Group’s operational and administrative management. It steers major strategic projects and draws up questions to be submitted to the Board of Directors. Comprising the Chairman & Chief Executive Officer and the four Deputy Chief Executive Officers, it meets on a weekly basis. The Management and Coordination Committee is responsible for the Group’s operational management. Meeting on a monthly basis, it comprises 22 divisional and departmental heads who are either Deputy Managing Directors or Executive Directors, as well as the members of the General Management Committee. Adopting a collegial approach to decision-making within the Group, a number of management committees, comprising the Bank’s senior management and/or business line specialists, rule on all business activities at various decision-making levels..

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