The FEC is managed by a Board of Directors, chaired by the Head of Government or by the Government Authority delegated by him for this purpose, in this case the Minister of the Interior.

As the decision-making entity of the Bank, the Board of Directors has the necessary authorities to manage the FEC and comprises the following members:

Chairman

Minister of the Interior

Members representing the Administration:

• 2 representatives of the Ministry of the Interior;
• 2 representatives of the Ministry of Economy and Finance;
• 1 representative of the Ministry of Health and Social Protection;
• 1 representative of the Ministry of Equipment and Water;
• 1 representative of the Ministry of Energy Transition and Sustainable Development;
• The General Manager of the Caisse de Dépôt et de Gestion.

Also, it should be noted that the Board of Directors of the FEC took note, at its meeting of May 31, 2023, of the appointment of the representative of the National Agency for Strategic Management of State Participations and Performance Monitoring of State-owned Enterprises (ANGSPE) within the Board of Directors of the FEC and the committees that emanate from it, in accordance with the provisions of article 5 of law No. 82-20 establishing the Agency.

Eight members representing the local elected representatives appointed by the government from a list of local advisers prepared by the municipalities’ unions.

The Bank status has allowed FEC to align with the most rigorous governance practices. Thus, and as part of the strengthening of its governance bodies, the FEC established in May 2015 an Audit and Risks Committee (ARC), with the dual objective of assisting the Board of Directors in the assessment of the quality and consistency of the FEC's internal control system and to assist it in terms of strategy and risk management. This body, whose members are appointed by the Board of Directors and which replaces the Audit Committee set up in 2003 and the Risk Committee set up in 2009, is composed as follows:

• The General Manager of the National Agency for Strategic Management of State Participations and Performance Monitoring of State-owned Enterprises (ANGSPE) or his representative (Chairman);
• The Wali, Inspector General of Territorial Administration (Ministry of the Interior) or his representative;
• The Director of Treasury and External Finance (Ministry of Economy and Finance) or his representative.

The ARC is involved in all administrative, accounting and financial, functional or operational areas or processes.

The ARC meets, when convened by its chairman, at least once every six months, and as often as required. It brings together all those in charge of the internal audit, compliance, permanent control and risk management and control functions and, depending on the agenda, the Bank's Statutory Auditors as well as any other persons deemed necessary for the functions of its attributions.

The Nominationة Compensation and Governance Committee (NCGC) is primarily in charge of giving an opinion on the process of recruiting and appointing the FEC’s managers as well as on the Bank's remuneration policy and governance system.

The Nomination and Compensation Committee meets, when convened by its Chairman, at least once a year, and as often as required. It is composed of 3 non-executive members appointed by the FEC’s Board of Directors. It may also call on any expert or person whose contribution is deemed useful, with regard to the items on the agenda of its meetings.

The Credit Committee is in charge of reviewing and granting loans under the conditions set by the Board of Directors. Chaired by the General Manager of the FEC, the Credit Committee is composed of:

• 2 representatives appointed by the Minister of the Interior;
• 2 representatives appointed by the Minister of Economy and Finance;
• 1 representative appointed by the General Manager of the Caisse de Dépôt et de Gestion.

Representatives of any ministry or organization whose advice seems necessary may join the Credit Committee, in an advisory capacity.

Since 2009, the FEC has had an Internal Risks Committee (IRC) whose missions and operating methods were reviewed in 2019. The IRC's missions include:

1. In terms of credit risk management:

• Ensure the consistency of the FEC's activities with its strategic orientations as well as with its degree of risk aversion;
• Examine the breakdown of general levels of risk aversion into internal limits and ensure compliance with these limits;
• Ensure the effectiveness of the system for measuring, controlling and monitoring credit concentration risk;
• Examine and monitor the evolution of outstanding debts and vulnerable debts and decide on the measures to be taken;
• Regularly review the relevance of stress tests, evaluate their results, and initiate risk mitigation measures when stress tests reveal vulnerabilities.

2. In terms of operational risk management:

• Ensure the deployment of the operational risk management system in the various entities of the Bank;
• Carry out a periodic review of the evolution of exposure to operational risks, losses and operational incidents;
• Review and validate changes in operational risk mapping;
• Monitor changes in the cost of operational risk when operational losses are reported;
• Ensure the effectiveness of the system for collecting and reporting incidents;
• Ensure monitoring of the formalization of controls and risk management at the level of the various FEC’s entities;
• Review and assess the Bank's business continuity system;
• Validate the reports relating to the management of operational risks to be sent to the Audit and Risks Committee and/or to the Board of Directors.

3. In terms of risk management related to outsourced activities:

• Ensure monitoring of risks related to outsourced activities.

4. In terms of strengthening the internal control system:

• Ensure the adequacy and effectiveness of the internal control system;
• Carry out effective and regular monitoring of measures to improve the internal control system and strengthen the culture of internal control at the level of the various entities of the Bank;
• Ensure compliance of internal procedures with the legal and regulatory requirements in force as well as with professional and ethical standards and practices;
• Deal with any question related to the improvement of the internal control system;
• Review and validate the internal control manual;
• Examine the annual report on internal control to be sent to BAM;
• Monitor the implementation of all action plans in order to remedy the malfunctions identified by the internal and external control bodies.

5. In terms of compliance with regulatory and prudential requirements:

In terms of compliance with regulatory and prudential requirements, the IRC ensures compliance of the risk management systems and models put in place with the requirements of prudential regulations. It also ensures compliance with the prudential standards applicable to the FEC.

In this context, the IRC ensures in particular compliance with:

• Solvency rules;
• The mechanism for limiting the concentration of credit risk with respect to the same counterparty.

6. Governance, FEC’s supervision and external control:

The IRC ensures the implementation of the recommendations falling within its field of intervention and issued by the Board of Directors, the Audit and Risks Committee as well as those involved in supervision and external control.

The internal Risk Committee is governed by a charter which defines its missions, its composition and its operating methods.

The Internal Risks Committee is chaired by the Chief Executive Officer of FEC and includes the members presented below:

• The Secretary General ;
• The Director of the Operations’ Pole ;
• The Director of Finance Pole ;
• The Director in charge of the Legal, Compliance and Governance Division ;
• The Delegate Director in charge of the Risks and Permanent Control Division ;
• The Delegate Director in charge of the Accounting and Reporting Division.

The Internal Risks Committee meets, when convened by its Chairman, at least once a quarter, and as often as required.

Since 2017, the FEC has had an ALM-Treasury Committee whose name, mission, composition and operating procedures were reviewed in 2019. The ALCO Committee (Asset/Liability Management Committee) is particularly in charge of:

• Developing and implementing the Bank's Asset-Liability management policy, in its various components (refinancing, placement, transformation, hedging, return on equity, etc.), in accordance with the strategic orientations of the Board of Directors and the legislative and regulatory provisions;
• Evaluating the pricing policy applied to customers;
• Defining the limits necessary for the management of interest rate and liquidity risks ;
• Ensuring the Bank's balance sheets;
• Assessing the impact of the launch of new products, or any new activity involving an interest rate or liquidity risk, on the Bank's financial situation;
• Monitoring the Bank's risk profile (liquidity, interest rate and exchange rate risk) against the internal and regulatory limits set by the Bank;
• Validating conventions and rate flow modes.

The ALCO committee is chaired by the General Manager of the FEC and includes the members presented below:

• The General Secretary ;
• The Director of the Operations’ Pole ;
• The Director of Finance Pole ;
• The Delegate Director in charge of the Risks and Permanent Control Division ;
• The Director in charge of the Legal, Compliance and Governance Division ;
• The Delegate Director in charge of the Accounting and Reporting Division ;
• The Manager of the Management Control and ALM Department.

The ALCO Committee is governed by a charter, which defines its missions, its composition and its operating methods.

The ALCO committee meets, when convened by its Chairman, at least once a quarter, and as often as required.

Since April 2019, the FEC has had an Organization and Information System Committee (OISC) in charge of steering the FEC's strategy in terms of organization, development and governance of Information Systems. This Committee has the following in particular missions:

• Ensure alignment of the IT strategy with the one of the Bank;
• Monitor the implementation of the IS and security project portfolio;
• Issue an opinion on the various components of IS governance;
• Issue an opinion on the budgets allocated to Organization and IS projects;
• Ensure the implementation of action plans designed in response to IS issues.

The OISC is chaired by the General Manager of the FEC, or the person he delegates for this purpose, and includes the members presented below:

• The Secretary General ;
• The Director of the Operations’ Pole ;
• The Director of Finance Pole ;
• The Director in charge of the Legal, Compliance and Governance Division ;
• The Delegate Director in charge of the Information Systems Division ;
• The Delegate Director in charge of Organization and Quality Division ;
• The Delegate Director in charge of the Support Division ;
• The Delegate Director in charge of the Risks and Permanent Control Division ;
• The Chief, Project Management Office ;
• The Information Systems Security Manager.

The OISC is governed by a charter, which defines its missions, its composition and its operating methods.

The OISC meets in person or remotely, when convened by its Chairman, at least once every six months, and as often as required.

Since December 2023, the FEC has had an Information System Security Committee (ISSC) in charge in particular of the following missions:

• Ensure monitoring of the implementation of the IS security policy and its compliance by FEC employees and third parties ;
• Overall management of IS security action plans, i.e. validation, commitment of associated resources and verification of successful completion of these action plans ;
• Monitor the development of the IS security risk management plan and ensure regular review of security risk mapping ;
• Monitor key IS security projects ;
• Examine IS security indicators and monitor actions to improve them ;
• Handle issues relating to major IS security incidents ;
• Approve the allocation of resources required to implement information system security actions ;
• Arbitrate on the Bank's priorities in terms of IS security.

The ISSC is chaired by the Secretary General, or the person he delegates for this purpose, and includes the members presented below:

• The Delegate Director in charge of the Information Systems Division ;
• The Delegate Director in charge of the Risks and Permanent Control Division ;
• The Chief, Project Management Office ;
• The Information Systems Security Manager.
• The Technological Infrastructures Officer (Operational Safety).

The ISSC is governed by a charter, which defines its missions, its composition and its operating methods.

The ISSC meets in person or remotely, when convened by its Chairman, at least once every six months, and as often as required.

Since march 2024, the FEC has had an Ethics Committee (EC), responsible in particular for the following missions:

• Give an opinion on any ethical question on its agenda and make any recommendation in this matter;
• Implement all actions likely to promote the development of an ethical culture within the Bank;
• Ensure the updating of the Code of Ethics and Professional Conduct;
• Undertake or mandate the Internal Audit Function and/or a third internal or external person to undertake the necessary investigations to assess the merits of the facts, subject to an ethics alert, under the conditions set out in the “Ethics alert” procedure;
• Periodically evaluate the ethics alert system to ensure its effectiveness and efficiency.

The EC is chaired by the Governor, General Manager of the FEC, or his representative designated among employees not exercising operational functions. The the EC is composed of the following members:

• The Secretary General ;
• The Director in charge of the Legal, Compliance and Governance Division ;
• The Internal Audit Manager.

The EC is governed by a charter, which defines its missions, its composition and its operating methods.

The EC meets in person or remotely, when convened by its Chairman, at least once every six months, and as often as required.