The board of directors of the publicly listed joint-stock company in Morocco: a cosmetic mechanism with no effect on shareholder value[Le conseil d’administration de la société par actions cotée en bourse au Maroc : un dispositif esthétique sans effet sur la valeur actionnariale]

As the prevailing paradigm in corporate governance, the shareholder model establishes the board of directors as the sentinel of shareholder interests. To safeguard the prerogatives of this "residual claimant," the board is structured through mechanisms centered on a categorical principle: independence from managerial power. Compelling as it may be, this conception is inspired by a mythical model of the corporation where dispersed ownership incentivizes shareholders to act as free riders. However, contemporary capitalism is characterized by concentrated ownership and the dominance of controlling shareholders who shape oversight bodies, including the board of directors. In this context, the primary challenge is no longer protecting shareholders from managerial opportunism, but rather shielding minority shareholders from the hegemony of controlling blocks. This research contends that traditional board attributes are ineffective in concentrated ownership settings and fail to generate shareholder value. This thesis is empirically tested through four hypotheses using the Generalized Method of Moments (GMM) on a panel of non-financial companies listed on the Casablanca Stock Exchange between 2006 and 2011. The findings confirm the ineffectiveness of shareholder-oriented governance recommendations within the context of ownership concentration. They call for a thorough reform of legislation and corporate governance codes, as their current underpinnings appear disconnected from the realities of joint-stock companies in Morocco.