MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

GENERAL INFORMATION ABOUT THE COMPANY Information about the Company and corporate governance

2.2.3.2.2 Code of Ethics & Compliance Keen to maintain a high degree of fairness, transparency, market integrity and customer focus, Maroc Telecom established a Code of Ethics in 2006. The code is not intended to replace existing rules, but serves as a reminder of the ethical principles and rules that generally apply, and the need to adhere scrupulously to them. The code aims to make each employee of the Company accountable, setting out the principal rules governing the use of inside information, so as to raise awareness of best practice among all employees and inform and guide their professional conduct. The Code of Ethics includes rules for dealing with real or apparent conflicts of interest in order to avoid situations such as insider trading or the suspicion that it might occur. In accordance with the provisions of the Moroccan Capital Markets Authority (AMMC), the Management Board appoints an Ethics Officer, who is responsible for ensuring compliance with the rules set forth by law and the Code of Ethics. Several measures are taken by the Maroc Telecom Ethics Officer to ensure compliance with the Code of Ethics: – issuance of a copy of the Code of Ethics to all employees who sign a document stating that they have reviewed them (operation started in 2006, ongoing for new recruits); – induction seminars by the Ethics Officer for new recruits to raise awareness about the provisions of the Code of Ethics with exposure, for educational purposes, to some situations involving conflicts of interest that employees may face; – ongoing awareness campaigns for compliance with the Code of Ethics; – invitation issued to all insiders (internal and external) to sign confidentiality agreements for privileged information acquired in the exercise of their functions/terms of office, in accordance with AMMC provisions. Employees may also consult the Chief Compliance Officer, who is in charge of ensuring compliance with the law and the rules enshrined in the Code of Ethics.

The Risk Management entity, created in late 2015 under the General Control Department, has set up an ongoing, dynamic process to manage risks in accordance with the COSO 2 standards. Its goal is to identify, delineate and manage the risks faced by the Company and to keep them at a tolerable level. For this purpose, it directs the risk management process by relying on a network of risk officers in the operational departments and the risk managers in the Group’s subsidiaries. Inspection In conjunction with the Internal Audit Department, the Inspection Department (11 inspectors at Decemberb31, 2017) is also responsible for assessing and approving the Company’s internal control system. It reports to the General Control Department. At the request of the aforementioned bodies or on its own initiative, the Inspection Department conducts periodic audits, spot checks, and specific reviews, for the following purposes: – to protect the assets, property, resources and means employed; – to verify compliance with management procedures, instructions, policies and rules; – to ensure the quality, adequacy and reliability of data and the optimization of resource allocation; – to demonstrate and determine any possible liabilities in the event that the Company becomes aware of deficiencies, irregularities or fraud. The Inspection Department may be called on to contribute to the operational audit by completing specific, periodic missions and to set up a team to study, analyze, and make recommendations on the operations of the Company. IIA CERTIFICATION OF MAROC TELECOM’S INTERNAL AUDIT ACTIVITIES In Januaryb2017, Maroc Telecom obtained IIA (Institute of Internal Auditors) certification for its internal audit activities from the IFACI (French Audit and Internal Control Institute) certification committee, in accordance with the Professional Internal Audit Guidelines (RPAI), which are based on International Internal Audit Standards. Maroc Telecom is the first company listed on the Casablanca Stock Exchange to obtain this certification, which demonstrates that its internal audit activities meet strict criteria of independence and competence and make a strong contribution to the continuous improvement of operational processes. IFACI certification guarantees compliance with and implementation of the 25 requirements of the 2015 Professional Internal Audit Guidelines, which are classified into three levels: the resources available to Maroc Telecom’s Internal Audit (independence, objectivity, charter, ethics, etc.), the services it implements (risk-based audit plan, corporate governance, audit methodology and process, etc.) and audit management and control (supervision, insurance & quality improvement program, etc.). This international recognition is a further guarantee of Maroc Telecom’s professionalismand a reflection of its stated desire to align its audit and control activities with international standards.

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2.2.3.3 MANAGEMENT’S INTEREST

2.2.3.3.1

Compensation paid to members of the management and supervisory bodies

As part of its appointment decision, the Supervisory Board sets the method and the amount of the compensation for eachManagement Board member. A Compensation Committee consisting of the Chairman and Deputy Chairman of the Supervisory Board meets once abyear to review the aggregate compensation of the members of the Management Board, including any variable portion, and submits its recommendation to the Supervisory Board. The total gross compensation paid by the Company, its subsidiaries, and all controlling companies tomembers of theManagement Board for their work on behalf of Maroc Telecom Group for fiscalbyear 2017 totaled MADb84bmillion. Variable compensation for 2017 was calculated for members of the Management Board in accordance with the following criteria:b(a) financial targets of Maroc Telecom andb(b) the priority actions for their business segment.

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MAROC TELECOM ____ 2017 Registration Document