In force since 18 December 2025, the new code of good governance for companies making public offerings runs to 68 pages and ten themes. It is not a mere update of the 2008 code: multiple directorships, board gender balance, information for directors and pay are thoroughly revised. An official presentation is scheduled for 28 October 2026. For listed companies, and for those preparing a stock market listing, now is the time to take stock.
Comply or explain: a flexible but demanding code
The code rests on the comply or explain principle: the company applies each recommendation or explains, in its annual ESG report, why it departs from it. It supplements, without replacing, the legal framework for public limited companies (Law 17-95) and the rules on public offerings. The explanation is public and read by shareholders and investors. In practice, a generic explanation, or one repeated word for word each year, rarely convinces. A precise justification linked to the company's situation is better, with a timetable for compliance where possible.
Multiple directorships: numerical caps
The code sets clear limits on the number of board seats. The appointment letter must specify the time the director undertakes to devote to the role. Directors inform the board before accepting new seats, and attendance at meetings is reported in the ESG report. The aim is simple: a director must have the time needed to actually carry out the role.
- Non-executive director: no more than five other seats, then four from 2029.
- Executive officer: no more than two other seats.
- Seats held abroad are counted.
- Within a single group, a reasonable limit of seven seats.
Gender balance and board organisation
The code sets a target of at least 40% of each gender on the board. It also expresses a preference for separating the roles of board chair and chief executive, so as to distinguish oversight from management. Where the chair is not independent, the code recommends appointing a lead independent director, who provides balance within the board. For the companies concerned, these recommendations may lead to a review of board composition at upcoming renewals, which requires planning over several financial years.
Information, training and pay
Directors must receive board papers at least eight working days before meetings, giving them time to study them properly. The code also provides for initial training on taking office, followed by at least two days of continuing training per year. On pay, the short-term variable component must rest on clear criteria and be capped. These requirements aim to make executive pay readable for shareholders and consistent with the company's performance.
Unlisted companies: why it matters now
A company considering a stock market listing should adopt these practices before the operation. Investors will look at governance from the preparation stage, and gradual compliance is easier than reorganising in a hurry. Some work can begin right away, whatever the date envisaged for the listing, and most of it costs little beyond board time.
- Draw up an inventory of each director's seats, including abroad.
- Update appointment letters (time commitment, prior information of the board).
- Organise the board calendar to meet the eight working day deadline.
- Plan director training.
- Review the criteria and cap for variable pay.
Sources
- Médias24, F. E. Rachidi, 15 October 2026: « Cumul des mandats, mixité : les nouvelles exigences pour l'appel public à l'épargne »
Maître Mouad Lahfaia
Lawyer at the Rabat Bar
This article reflects the author's views as at the date of publication. It does not constitute legal advice and is no substitute for an analysis of your particular situation.