Conventions réglementées et conflits d'intérêts (loi 17-95, art. 56 à 58 et 95 à 101)
Related-party deals need board approval, an auditor's special report and a shareholder vote - and loans to directors are simply banned.
Related-party transactions are the primary tunnelling vector in concentrated-ownership markets. Any agreement between the company and a director, CEO, or a shareholder holding more than 5% of capital or voting rights (directly or through an interposed person) requires PRIOR BOARD AUTHORISATION, a special statutory auditors' report and RATIFICATION BY THE GENERAL MEETING (the interested party cannot vote). Loans, guarantees and endorsements between the company and its individual directors/officers are PROHIBITED outright. The AMMC ESG/governance report also requires disclosure of related-party transactions - making this a directly scoreable governance metric.