ANNUAL INNOVATE REPORT FOR THE FUTURE 2018 TRUST IS THE MOST VALUABLE ASSET OF AN AMBITIOUS MARKET. SOMMAIRE His Majesty The King Mohammed VI 2 MAROCLEAR ANNUAL REPORT 2018 EXTRACT FROM THE SPEECH OF HIS MAJESTY THE KING MOHAMMED VI JULY 29th, 2018 (THRONE DAY 2018) ————— “Like never before, productive businesses today need trust from the State and society. This is the path through which investment can return to the desired level, and the deleterious wait-and-see attitude will give way to a dynamic marked by the predominant and responsible initiative and innovation mindset. The revival of economic dynamism is indeed interde- pendent on the level of commitment of businesses, the renewal of the culture of the businesses and an optimal exploiting of the numerous assets offered by Morocco. It is also of paramount importance to take into consideration the challenges around international competition and, sometimes, those of economic and trade wars.” 2 3 4 This report is printed on recycled paper MAROCLEAR ANNUAL REPORT 2018 2018, INNOVATE FOR THE FUTURE ————— MAROCLEAR will strive, over the next few years, for the digitalization of all its processes. The year 2018 was marked by the launch of the new Strategic Plan 2018-2022, with the adoption of new technologies being one of the major axes. Always faithful to its logic of anticipation and its duty of excellence, MAROCLEAR clearly re-emphasizes its will to innovate for tomorrow in order to contribute to make Casablanca an attractive Financial Place and accelerate its opening on Africa. 4 5 MESSAGE FROM THE PRESIDENT We remain committed « to the development of the market and its Institutions and the realization of our Kingdom’s ambition to extend throughout Africa. » 6 MAROCLEAR ANNUAL REPORT 2018 ————— The year 2018 comes to an end full of promises and gives us a glimpse of prospects that live up to our ambitions. After 20 years of existence, we continue our strategy focused on the continuous improvement of our services for the Moroccan market, with the main aim of strengthening our role in the development of a regional and international financial hub in Morocco. As the Central Securities Depository in Morocco, MAROCLEAR is positioned as a key player in the Moroccan Financial Market. It remains the guardian of the effective market operation. The year 2018, however, marked a turning point for MAROCLEAR with the adoption of a new strategic plan, focused on technology and innovation, that is a continuation of our proactive approach and our desire to anticipate major technological shifts. Indeed, the digital transformation of our services and our information system is to be accelerated, in order to be aligned with the various growths on the international financial market. The use of new technologies offers us opportunities to expand our activities, improve the quality of our services and make them more accessible, less expensive and secured. New technologies such as the Blockchain will undoubtedly provide additional guarantees through forgery-proof functionalities. Such a technological advance shall present an opportunity for MAROCLEAR to reinforce the resilience and the rise of its information system. At the same time, we will obviously have to continue to invest in human capital; our goal being to bring our teams to the highest levels of expertise and performance but also to share the strong values that drive MAROCLEAR. I would like to take this opportunity to thank all the staff of MAROCLEAR for their diligence and involvement to continually meet the needs of our stakeholders. In the coming years, MAROCLEAR will remain faithful to its commitments, particularly in its involvement in South-South cooperation. In this respect, the ‘Casablanca Market’ is now entering a new phase of development. MAROCLEAR is fully committed to this dynamic and will actively fulfill its role. We remain committed to the development of the market and its Institutions and the realization of our Kingdom’s ambition to extend throughout Africa. Mrs Fathïa BENNIS Chairperson and CEO 6 7 SUMMARY SUMMARY Message from the President 6 1. 3. MAROCLEAR FOCUS ON 2018 10 22 Profile Economic Context 11 23 Governance 2018 in Figures 14 24 Organization 2018 - Highlights 16 26 International Presence 2. 28 TECHNOLOGICAL VISION Strategy 19 A Long-Term Vision 20 2018-2022 Roadmap 21 8 9 MAROCLEAR ANNUAL REPORT 2018 4. 5. OPERATIONAL 2018 VISION FINANCIAL 30 RESULTS Business Offer Development 50 32 General Report Operational Indicators of the External Auditors 34 56 Information System Special Report 38 of the External Auditor Risks Management and Control 57 40 Resilience and Performance APPENDICES 43 2018 Fee Schedule Communication 58 and Business Development 44 Human Capital 48 Corporate, social and societal responsibility 6. 49 OUTLOOK On the Path of Innovation in 2019 64 8 9 . 1MAROCLEAR 10 MAROCLEAR ANNUAL REPORT 2018 PROFILE MISSION Created in 1997, MAROCLEAR is the Central Securities Depository in Morocco. Its main missions are the dematerialization and retention of securities that are admitted to its operations, as well as the administration of current securities accounts opened on behalf of its affiliates. MAROCLEAR implements every procedure to ensure to its affiliates to easily exercise the rights attached to the securities and collect the income they generate. MAROCLEAR also provides all related activities to facilitate the accomplishment of its missions, including the codification of securities. 11 MAROCLEAR SERVICES carried out on transferable secu- CLEAR), depending on the nature of rities admitted to its operations, the securities transaction. in accordance with the delivery vs If the technical details of such tran- payment principle. The settlement sactions allow, the exercise of of the cash is made on the central rights is dealt with automatically CUSTODY payment accounts of the stakehol- by MAROCLEAR. —— ders opened on the SRBM (System The administration of the securi- MAROCLEAR ensures the digital of Gross Settlement in Morocco). ties is managed by MAROCLEAR custody of dematerialized secu- The settlement cycle is T+3 for the with the intervention of the tran- rities, in this case Shares, Bonds, stock market and T (real time) for saction’s centralizer, the Custodian Treasury bills, Negotiable Debt the OTC and Repo sectors. and the Casablanca Stock Exchange Securities, Mutual funds, Mortgage in case of listed securities. backed securities (FPCT), Collective Investment Funds (OPCC) and Real Estate Capital Funds (OPCI). Upon the admission of any new value, with the securities that are physically created, bearer securi- ADMINISTRATION ties are deposited at MAROCLEAR. —— After verification of their validity, In the case of each securities CODIFICATION deposits give rise to the opening transaction having an accounting —— of current accounts for the bene- impact (dividend or interest pay- As a Moroccan Codification Agency fit of depositories and book-entry ments, repayments, allocations or “AMC”, MAROCLEAR assigns codes on their behalf. Once deposited, subscriptions, mergers, exchanges, to the values admitted to its ope- the securities can no longer be wit- etc.), MAROCLEAR informs its affi- rations. hdrawn. liates of the details of the transac- As a member of ANNA, MAROCLEAR Custody is offered to all affiliates tion and credits them, as the case carries out the coding of the instru- of MAROCLEAR: Issuers, Brokerage may be, in securities, coupons or ments in compliance with the Inter- Firms Depositories and Banks. rights, on the basis of their balances national Securities Identification on the due date. The exercise of the Number (ISIN/ISO 6166), CFI (Clas- rights attached to the securities sification of Financial Instruments). registered with the Central Deposi- The ISIN codification ensures a tory shall be effected by transfer of high international visibility through these rights. The transfer is carried the dissemination of the range of out from the assigned institution values (from information distri- SETTLEMENT (centralizing institution or paying butors: Six Financial Information, —— agent). In return, the beneficia- Bloomberg, etc.). MAROCLEAR is responsible for ries obtain a delivery of securities the settlement of any transaction or a cash payment (out of MARO- 12 MAROCLEAR ANNUAL REPORT 2018 Management mandates Shareholders’ Register Copy from Affiliation file CENTRALIZER Management mandates Affiliation file 1 3 2 Application for admission 2 3 1 LEGISLATIVE ISSUER FRAMEWORK Creation of the affiliate in the system and of its securities account MAROCLEAR is a Private Limited Information Notice + Company, created on July Accounts Transactions 1997, by Dahir No. 1-96-246 of January, 9th 1997 enacting Law SHAREHOLDER No. 35-96 related to the creation of a Central Depository and DEMATERIALIZATION OF SECURITIES to the establishment of a Choice of the custodian general accounting system of to direct its securities account registration of some securities SHAREHOLDER'S as amended and supplemented CUSTODIAN by the Law No. 43-02. MAROCLEAR is subject to the control of the Ministry of Economy and Finance as well as the control of the Moroccan Capital Market Authority (AMMC) and a Government Commissioner, under the provisions of the Law N°69-00 related to the financial control of public enterprises and other DEMATERIALIZATION OF SECURITIES entities. It is also subject to the FOR NON-LISTED COMPANIES control of Bank Al-Maghrib as —— part of its prerogatives to Dematerialization is the removal benefit from this service. monitor payment systems. of the physical representation of The dematerialization of securities the company (issuer) and its repla- raises companies towards the best The summary statements of cement by an electronic account standards in governance, manage- MAROCLEAR are subject to entry in MAROCLEAR. ment and saving the environment. a legal and contractual audit by All the limited companies of Today it is an essential attribute for Coopers Audit, in its capacity as the Moroccan economic market a modern and an ambitious com- statutory auditor, and by BDO, as without any restriction of size, can petent company.