Preamble
The Banque Centrale Populaire Group (hereinafter the “Group”) is particularly committed to its institutional values of citizenship and solidarity, which justify a high level of professionalism and ethics in its human resources and the quality of its governance.
Universal values such as integrity, loyalty, professionalism and quality constitute benchmarks for the Group and for daily management actions which also comply with the values specific to the banking sector and mutual organizations, such as confidentiality, transparency and solidarity.
These form the basis of the relationships of trust that must exist between the Group, its staff members, customers, suppliers, intermediaries and all of its stakeholders.
Regarding corruption, the Group is committed to implementing a zero-tolerance policy, condemns all forms of direct or indirect corruption and also undertakes to manage any situation likely to give rise to a conflict of interest, of whatever nature.
By involving all internal and external stakeholders, the Group wishes to strengthen its commitment to preventing and combating risks of corruption and breaches of integrity.
This Anti-Bribery Policy defines and illustrates the various types of prohibited behavior that may constitute acts of corruption or influence peddling. It formalizes the essential rules and best practices applicable within the Group and defines the Group's expectations of all employees (including members of senior management and all other employees, collectively referred to as "Employees") in their daily decision-making and interactions with other stakeholders.
In this respect, the group ensures that it conducts its activities in compliance with the legal and regulatory provisions relating to the fight against corruption, capitalizing on the best standards in this area, and reiterates its commitment to meeting the requirements of the Anti-Bribery Management System (ABMS) with regard to the ISO 37001 standard.
Chapter I: Review of the regulatory framework and scope
Bank Al Maghrib published Directive No. 1/W/2022 relating to the prevention and management of corruption risks by credit institutions on May 19, 2022. This directive determines the general framework for the fight against corruption, the commitment and responsibilities of the administrative body as well as the management body, the mapping of corruption risks, the measures and procedures for controlling corruption risks as well as various provisions relating to the fight against corruption.
In this context, the Group has developed this policy which applies to all employees, regardless of their hierarchical level, and to all of its subsidiaries in Morocco and abroad, which ensure the implementation of its provisions taking into account local regulatory requirements, the specificities of their activities and all the mechanisms governing their context, as well as the rules and best practices in terms of ethics and the fight against corruption.
This policy is binding on business partners, consultants and intermediaries.
BCP Group partners contractually commit to complying with the provisions of the Group's Anti-Bribery policy.
The BCP Group encourages all of its business partners, consultants and intermediaries to formalize their commitments in an Ethics Charter or Anti-Bribery Policy.
Chapter II: Definitions
Corruption
The offense of corruption, as defined by current legislation, refers to the act of soliciting or accepting, either directly or through any direct or indirect means, offers, promises, gifts, or other advantages, particularly for:
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performing or refraining from performing an act within the scope of one's duties;
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performing or refraining from performing an act which, although outside of one's duties, is or could have been facilitated by one's function;
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making a decision or giving a favorable or unfavorable opinion.
Corruption can take the following forms, among others (non-exhaustive list):
Favoritism refers to favoring relatives and friends without regard to their merit in relation to a given action. They are thus favored because of close personal relationships with the individual in question, rather than on the basis of an objective assessment of their abilities and skills.
Embezzlement refers to the unlawful appropriation, for oneself or on behalf of third parties in exchange for remuneration, of goods or funds entrusted to a person in their capacity as an agent of the Bank.
Extortion consists of obtaining, for oneself or on behalf of others in exchange for payment, a favor such as a signature, information, property or a sum of money, by the use of force, threats, intimidation or blackmail.
Influence peddling
The offence of influence peddling, in accordance with the legislation in force, is the act, by the agents and managers of the Group, of using their real or supposed influence, in view of their employment in the bank, to obtain or attempt to obtain advantages of whatever nature for their own account or for the account of third parties.
Facilitation payments
Facilitation payments are small payments made or benefits granted, regardless of value, to officials or agents of public services or public authorities, intended to facilitate or expedite routine administrative procedures. The BCP Group prohibits, as a matter of principle, so-called "facilitation payments."
Bribe
A bribe is defined as an offer or promise to give, authorize a gift or accept anything of value directly or indirectly from an individual in order to influence an action or decision or to obtain an undue advantage or benefit in business.
Chapter III: Anti-Bribery Management System (ABMS)
An Anti-Bribery Management System is the set of policies, procedures, and practices implemented to prevent, detect, and address corruption. This includes management commitment, employee training, risk assessment, internal controls, whistleblowing mechanisms, internal investigations, and ongoing monitoring to ensure the system's effectiveness.
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The Group's Anti-Bribery system is based on:
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Anti-Bribery provisions integrated into the code of ethics and professional conduct;
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A governance framework for the system;
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A mapping of corruption risks;
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Policies, procedures and tools/mechanisms aimed at controlling the identified risks;
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A whistleblowing system;
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Mandatory Anti-Bribery training courses for all Group employees;
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Specific controls to prevent or detect acts of corruption;
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Reporting at several levels of the organization, whether it be reports intended for Bank Al-Maghrib as part of the annual report relating to internal control and as part of the annual report relating to the compliance of the Anti-Bribery system with Directive 1/W/2022 or internal reports intended for the general management and the board of directors through the competent committees which meet at specific intervals.
The BCP Group is therefore committed to implementing the necessary human, financial and material resources which are being contributed to the implementation of the ABMS.
Section 1: Objectives of the Anti-Bribery Management System
The Group's unwavering commitment to ethics and integrity requires the creation of a robust organizational framework to prevent, detect, and address any act of corruption. This system, rooted in the Group's values, aims to promote a culture of integrity at all levels. By establishing high standards of ethical conduct, strengthening oversight mechanisms, and encouraging greater transparency, the Group strives to create an environment where corruption has no place. Thus, the Anti-Bribery Management System primarily aims to:
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Complying with Directive 1/W/2022 and ISO 37001;
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Implementing mechanisms for the prevention and detection of corruption;
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Establishing a zero-tolerance policy;
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Identifying and addressing areas at risk of corruption;
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Raising awareness and training staff on the various themes of the fight against corruption, including the risk aspect;
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Establishing channels for reporting alerts;
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Implementing alert handling procedures;
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Applying appropriate sanctions for acts of corruption;
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Establishing relationships with third parties aligned with ethical principles;
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Integrating ethical criteria in the selection and management of third parties;
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Strengthening the reputation of internal and external stakeholders;
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Disseminating a culture of fighting corruption throughout all entities of the Group.
Section 2: Governance of the Anti-Bribery Management System
In order to maintain the highest standards of compliance, the Group is committed to ensuring the application and respect of the rules of the present Anti-Bribery Policy at all hierarchical levels.
The specific roles and responsibilities of each actor are as follows:
Role of the Executive Committee and the Board of Directors
This policy is approved by the Board of Directors and the Executive Committee.
All components relating to the Anti-Bribery Management System are regularly reported to these entities, which ensure its implementation and effectiveness.
Role of the compliance function
The Group Compliance function is mandated to implement and deploy an appropriate Anti-Bribery system which must be taken into account by all entities of the Group.
The Group Compliance department is independent, which allows it to fully exercise its functions and thus ensure the effectiveness of the Anti-Bribery system put in place.
This entity is responsible, as part of its functions in the fight against corruption, for, in particular:
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Supervising the implementation and operation of the Anti-Bribery Management System;
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Providing advice and recommendations to staff regarding the Anti-Bribery Management System and corruption-associated issues;
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Managing the procedure relating to the right to ethical whistleblowing;
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Reporting on the performance of this system to the General Management and the Board of Directors.
Role of Managers
Managers at all levels of the Group (Heads, Directors, Executive Directors, Managing Directors, and Subsidiary Managing Directors) are responsible for ensuring compliance with and application of the Anti-Bribery Management System requirements within their department and function. They must also adopt the appropriate ethical practices to implement the provisions of this policy and, consequently, to raise awareness among internal stakeholders working within their teams, as well as to contribute to upholding its principles with regard to external stakeholders interacting with their entities.
Role of Employees
Every entity within the Group and every employee must be involved in the fight against corruption.
Preventing and reporting any act of corruption is everyone's responsibility. Therefore, employees must avoid:
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Any activity deemed likely to fall within the scope of corruption or influence peddling;
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Any activity that could lead to a breach of this Policy.
Employees also undertake to report any behavior against the ethical rules and principles of this policy to their hierarchical lines or by using the whistleblowing system, detailed in Chapter IV.
Therefore, it is the responsibility of each individual to consult the Group's documentation on the fight against corruption and to conduct their activities in accordance with applicable legislation, professional rules and this Anti-Bribery Policy.
BCP employees can request advice and guidance from the compliance entity.
Role of Permanent Control
As part of its ongoing controls, the Permanent Control function ensures the supervision and reporting of any non-compliance detected with regard to the application of the provisions of this policy via the dedicated email address:
[email protected].
Role of the Internal Audit Function and the General Inspection Function
The Internal Audit function and the General Inspection function of the CPM must take into account the risk of corruption in their audit and inspection programs.The audit missions carried out by the Audit and the General Inspection departments must:
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ensure that the ABMS complies with the Group's requirements, regulatory provisions, including Directive 1/W/2022, and the ISO 37001 standard;
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ensure that the ABMS is effectively implemented and regularly updated.
Chapter IV: Anti-Bribery Rules and Measures
The Anti-Bribery Management System consists of dedicated rules and mechanisms that enable it to achieve its objectives through several measures, including the following components:
Section 1: Rules applicable to gifts and invitations
In accordance with the applicable rules regarding gifts and invitations, it is necessary to comply with the following principles:
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Gifts are permitted exclusively during the end-of-year period;
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The gift should be appreciated in relation to its symbolic value which characterizes it and not by its market value, the latter must be reasonable;
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It should essentially express recognition of the quality of business relationships and falls within the framework of the consolidation of the Group's partnerships;
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The giving or receiving of a gift should in no way coincide with a past, present or future decision involving the giver or the recipient;
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The market value of gifts and the characteristics of invitation offers must take into account the thresholds beyond which hierarchical approval is required;
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An invitation can only be considered as part of a professional relationship and must in no case coincide with a past, ongoing or future decision involving the giver or the recipient;
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Unaccepted gifts are returned to their owners;
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The fight against corruption must take into account the extraterritoriality of laws (foreign counterparts FCPA: Foreign Corrupt Practices Act which is a US federal law to combat the bribery of public officials abroad), especially when the relationships involve foreign partners.
The rules for accepting, validating and prohibiting gifts and invitations are based on the aforementioned guiding principles.
To differentiate between a courtesy gesture and an act of corruption, the offering or acceptance of gifts or invitations must adhere to the following rules:
Acceptance rules
The rules for accepting gifts and invitations are:
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The market value of the gift must not exceed MAD 1,000;
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An invitation to a sporting or cultural event with a market value of up to MAD 500 and for which the offeror is a sponsor or contributor to the event;
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An invitation to a business lunch as part of a business relationship deemed important for the Group;
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Gifts and invitations are made in a strictly professional context;
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They do not aim to obtain an advantage in favor of the offeror, whether that advantage has already occurred, is in progress or is yet to come;
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They do not aim to influence a decision in favor of the offeror, whether it has already been made, is in progress or is yet to come.
Validation rules
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In the event of receiving a gift with a value exceeding the threshold of MAD 1,000 or MAD 500 for the event, the superiors must give their approval on the basis of the guiding principles.
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When an employee receives a gift or invitation that they cannot refuse or whose value is deemed not symbolic, they must immediately report the fact to their superiors.
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In order to ensure full information on relations with third parties, gifts and invitations whose value is deemed not symbolic, whether accepted or refused, must be reported by the employee concerned, through his superiors, to Group Compliance for decision.
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When an employee believes that a proposal made by a third party constitutes an attempt at pressure or corruption, they must report it to their superiors, who will immediately inform Group Compliance.
Prohibition rule
Bank employees must observe the following prohibition rules when handling gifts and invitations:
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Gifts in the form of cash or any other means of payment, regardless of the amount;
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Invitation to an entertainment event from a natural person regardless of its value;
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Gifts worth more than MAD 1,000 or invitations worth more than MAD 500 without approval from their superiors;
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Gift or invitation from any party in disagreement with the Group.
Section 2: Managing Conflicts of Interest
In accordance with our internal circular governing conflicts of interest, "conflict of interest" refers to any professional situation in which the judgment or decision-making power of a person, company or organization may be influenced or altered, in its independence and integrity, by direct or indirect personal considerations or by pressure from a third party.
All Group employees must ensure compliance with the provisions of this circular and the application of its principles which help to mitigate the risks of corruption that may arise in situations of conflict of interest.
Section 3: Whistleblowing Mechanism
According to zero-tolerance approach to corruption, when an agent observes or suspects a violation of this Policy, they are required to report it in good faith, with complete confidence and without fear of reprisal, to alert the entity in charge of compliance via the dedicated email address:
[email protected] and to inform their superior if the latter is not involved.
To this end, the compliance function shall:
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send the whistleblower, within 7 working days, an acknowledgement of receipt of their alert, and inform them of the reasonable time required to examine its admissibility.
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guarantee strict confidentiality regarding the whistleblower, the content of the report and the persons concerned.
A whistleblower cannot be subjected to any adverse or discriminatory measure, direct or indirect, because of their good-faith reporting of facts constituting an offense or a crime of which they became aware in the exercise of their duties.
The alert system guarantees strict confidentiality regarding the identity of the agent, the facts involved, and the subject of the report or complaint. The compliance function analyzes the alert, may request further information, and then forwards the case to the auditing entity for further processing of ethical alerts.
The whistleblowing system is open to all staff as well as external and occasional employees and all external stakeholders (Clients, service providers, partners, etc.).
Section 4: Corruption Risk Mapping
Corruption risk mapping is a key component in preventing and detecting corruption. It is designed to identify, assess, and prioritize corruption risks and is regularly updated.
This mapping is approved by the administrative body at each update.
Section 5: Third-Party Management
Due diligence must be applied prior to entering into relationships with third parties to address corruption-related aspects and manage exposure to the associated risks.
All entities within the Group are responsible for complying with the measures imposed as part of the application of these due diligence procedures, and more specifically the entity in charge of purchasing throughout the implementation of its activities.
Section 6: Training and Awareness
The Group's commitment to a compliance program relating to the prevention of the risk of corruption and influence peddling is reflected, among other actions, in the training and awareness-raising of all employees.
Specific training courses are deployed and adapted according to the level of exposure of the target in accordance with Bank Al-Maghrib directive 1/W/2022 and the requirements of ISO 37001.
The training programs are subject to regular evaluation.
Chapter V: Miscellaneous Provisions
Section 1: Sources
This policy is based on the Group's code of ethics and professional conduct and international best practices in this area. It takes into account the following texts in its drafting:
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Moroccan Criminal Code;
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Act No. 103-12, relating to credit institutions and similar bodies, promulgated by Royal Decree No. 1-14-193 dated 1 Rabi 1436 (December 24, 2014), in particular its article 77;
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The provisions of Circular no. 4/W/2014 dated October 30, 2014 relating to the internal control of credit institutions;
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The OECD Convention on Combating Bribery;
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The provisions of directive no. 1/W/2014 issued by the Governor of Bank Al-Maghrib relating to the Governance of credit institutions;
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The provisions of directive no. 1/W/2022 issued by the Governor of Bank Al-Maghrib relating to the prevention and management by credit institutions of the risks of corruption;
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The provisions of the ISO 37001 standard relating to the Anti-Bribery Management System (ABMS).
Section 2: Data privacy
In accordance with its data privacy policy, the BCP Group undertakes to comply with the relevant regulatory requirements for the application of all provisions of this circular insofar as the latter involve the processing of such data.
Section 3: Approval
To ensure institutional buy-in and strengthen the Anti-Bribery framework, this policy is formally reviewed and approved by the Board of Directors. This approval demonstrates the Group's commitment to ethical and responsible practices.
Section 4: Publication
This policy and related documents are communicated to the Bank's employees and partners.
The Anti-Bribery Policy is published on the institutional website and the intranet portal or any other channel in force, so that it can be consulted by internal staff as well as by interested parties.
Section 5: Continuous Improvement
The Group conducts periodic reviews of its Anti-Bribery Policy and the mechanisms established for its implementation. This process aims to ensure their relevance in light of changes in the Group's internal and external environment, as well as the risks associated with its activities. Furthermore, the Group regularly subjects the controls and procedures implemented to prevent corruption to internal and external reviews and audits. The objective is to continuously ensure their effectiveness, sustainability, and appropriate adaptation.
Section 6: Commitment
All Group employees must complete the form according to the current internal template, bearing the personal commitment.
This commitment is renewed with each policy update. Employees recruited after the entry into force of this policy agree to comply with its provisions by signing their employment contract, similar to their commitment to the Code of Ethics and Professional Conduct.
Section 7: Sanctions
Any action contrary to the provisions of the Anti-Bribery policy exposes the agent to the sanctions provided for in the Staff Regulations and, where applicable, the sanctions provided for in the Moroccan criminal code.
