Corporate Governance Flashcards
Role of the AMMC
- ensure the protection of the savings invested in financial instruments
- ensure equal treatment of savers,transparency and integrity of the capital market and investor information
- ensure the proper functioning of the capital market and ensure the application of legislative and regulatory provisions
- contribute to the promotion of financial education for saver
What is the mission of the AMMC
- representing morocco in international institutions created with a view to promotng international cooporation in the field of capital market control
- strengthen the progection of savings invested in financial instruments
- financial education for savers
- it assist the governement in regulating the capital market
What are the actions taken to strenghten the independence of the AMMC
- the transfer of chairmanship of the board of directors from this authority to the president lf the AMMC instead of being provided by the prime minister
- the institution of a mandate for the president of the AMMC for the exercice of his functions,this mandate is fixed got 4 years , renewable only once
- the institution of a college of sanction , independen’t structure within the AMMC, responsible for examining all files that may be subject of a sunction
The AMMC prorogatives
- preperation of curriculars: set the rules of professional practices , ethical technical or practical methids of applying law and regulations, they published in the official bulletin
- authorization of stakeholdes : the authorization is materialized by the granting of a professional card at the end of examination
- visa approval and notices relating to products : the ammc approvs group savings producrs sot issus an opinion on them and covers the information notes intended fir the investors
- instruction of stakeholdr approval files
- visa of financial transaction information notes ; the ammc targets the information notes of the issuers on the occasion of public offering , after examining the relevance and consistency of the information intended for the investors , the goal is to ensure that investors have all relevant info to make their informed investemznt decisions
- control of issuers financial information
- control of stakeholders
- complaints handeling
- surveillance , invedtigations and sanctions
The point of AGO
- a priviliged moment to learn about the situation and the prospects of the company and to be able to express himself on its management
- perfect time for shareholders to bring their question to the company executives
What are the condition of validity for holding the AGO
- it can only validly delibrate on first notice if the shareholders present or represented own at least a quarter of the shares with voting rights
- on the second convocation no quorum is required
- the decision of the meeting are taken bu a majority of the shareholders present or represented
What are the powers of the AGO
- the AGO takes all decisions which do not entail a modification of the articles of association or which do not concern a modification of the capital
How is the annual AGO called ?
The general meeting is covened by a notice published in the journal of legal noticed , the notice of meeting is accompanied by a detailed agenda , draft resolutions submitted to the meeting for approval , as well as summary relating to the financial year
-it must mention the period during which a shareholder can request to inclde an item on the agenda
Who covened the AGO
The ago is covened by the board of director ot the supervisory board
What are the discilplnary paradigms
Allows the shareholders to control the activity of managers and to have a precise vision of strategies and remunation, its objective is to maximize the wealth of share holders. It reduces the abuse of power by decision makers and creat a new balance between the power of the manager and that of a shareholder
-partnership governace : an action orientated approach , it takes on a broader dimension and encompasses relationships with all stakeholders , it aims to create a long-term value by taking into consideration the interest of all stakeholders
What are the cognitive paradigms
- cognitive governance ; the key to the performance is illustarted in the manager’s ability to imagine creat and percieve new opportunities ; redefining the comapny as a repository of knowledge capable of seeing opportunities; means of facilaring coordination and redusing conflicts
- behavioral governance : the inteoduction of the concept of unintentional manager errot .
Whata are the sources of conflicts in the agency theory ?
- conflict of objectives between maximizinf shareholder wealth and macimizing manager satisfaction
- different risk aversion
- different timezone
- information asymmetry
What qre the agency theory’s cost ?
- the monitoring costs of the manager by the shareholder
- the cost borne by agent to gain confidence of the principal
- the opportunity cost which represents the loss suffered by the principal as aresult of a decision of the agent not in accordance wuth his interest
What are the limits of the agency theory ?
- limitation of managerial latitude : the zone of power
- conflict of interst
What is la SA
The Société anonyme (SA) is a capital company whose mode of governance corresponds to the functioning of large accounts and companies wishing to go public. The SA must have at least 2 shareholders, or 7 if it is listed on the stock exchange, for a minimum share capital of 37 000 euros. A corporation must have a supervisory board, responsible for representing the shareholders’ meeting, defining with them the company’s strategy and then controlling the actions taken by the executive. The SA is represented by a general manager and its incorporation formalities are the same as those of a SARL or SAS.
